Code Total Drama Reality: Heroes of Dimension Earth
by Lord Maximus
Summary: Aelita and the TD Lyoko Warriors believed that they were the only ones battling evil on the digital plane but when a boy named Mark Hollander arrives in France he unintentionally brings with him forces beyond anything they have seen before that force them into a battle that could light up the skies of the Earth and threaten all of humanity.
1. Chapter 1

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

**At the suggestion of the same author and reviewer who suggested I make a crossover with Reboot I am continuing the Crossover Arc and I started working on this shortly after I finished Code Total Drama Reality: Secrets of the Net. This arc takes place after the Nephilim Arc where Duncan and Courtney temporarily lose their memories of Lyoko but before Eva joins the team and it also takes place after the second season of Ace Lightning where Lady Illusion sacrifices herself to save Ace and vanishes back into the Sixth Dimension. For those of you who don't know who Ace Lightning is he is the main character of the super hero show Ace Lightning that began airing in 2002 and ended in 2004 with only two seasons even though a third season was in the works but never developed. It was live action but the heroes and villains were 3-D based because they came from a video game brought to life, the first time live action and CGI (Computer-generated Imagery) animation had been used to such a huge and constant degree within a weekly television serial. **

**The main focus of the show was the power of friendship and the eternal battle between good and evil. Code: Lyoko and Ace Lightning have a few similar concepts that I've found after doing all sorts of research that I hope will sound believable. It'll be interesting to see the worlds of Lyoko and the Sixth Dimension clash because their different yet similar natures. Both being digital worlds and have the power to wreak havoc on the real world in ways we can only imagine except Lyoko is empty after the first season of Code Lyoko and the Sixth Dimension is home to perhaps a dozen characters that we never got to see and considering all the characters we did see you've got to wonder what else lives in that world.**

**Summary: Aelita and the TD Lyoko Warriors believed that they were the only ones battling evil on the digital plane but when a boy named Mark Hollander arrives in France he unintentionally brings with him forces beyond anything they have seen before that brings about a new wave of enemies that threaten to light up the skies of the Earth and leave nothing but death and destruction in their wake. **

Xxx

_The universe was truly a wonderful place, full of life in all shapes and forms spanning across an unlimited number of worlds. Unfortunately when life is created it also leads to another force that gives rise and brings destruction to all of creation around it. Conflicts, wars, and destruction have been waged throughout history and though no one will believe or confirm such a thing these battles almost always come down to two sides: Good and Evil._

_What is good and what is evil usually depends on a point of view in some battle but the two sides exist and have existed since the beginning of time. Evil comes in all shapes and sizes with great powers with the intent to become the most powerful being of their world and enslave the inhabitants for their pleasure. However where there is great evil there is also good to stand in its way and thwart its plans, the side of Good that fights only to defend the innocent and the weak. _

_Thus came into the existence of the two sides of these wars: Good and Evil._

_The two sides were opposite, as different as day and night and yet for every struggle, every battle, every victory, every defeat, a new battle would renew and thus the conflict would start again. Each battle would be fierce, it would be brutal, and it would end showing the fate of whatever world it took place on. With each battle each side grows stronger, tipping the balance of power more times than one could ever hope to count. The battle is unending, for each time a side loses someone else rises to stake their claim and continue the eternal struggle._

_There have been stories of these battles for centuries and each one has left its own mark that is either remembered by everyone or kept hidden from the world for reasons that would be better left buried for all eternity. Sometimes these battles are kept secret for the safety of the world and its people and sometimes they are kept secret to prevent other beings of evil from taking advantage for the sake of their own selfish desires. The reason why is because for every conflict there is there is also a few extraordinary secrets that could change our way of life as we know it in ways we could not possibly imagine._

_This is one of those stories but it's not just a story of a battle between Good and Evil. This story will show that for every team of heroes struggling to keep the world safe there is another hero out there, keeping the world safe from whatever threat that lurks in the dark places of the world._

_And sometimes from places beyond the world._

Xxx

**France  
Paris: Boulogne-Billancourt  
Kadic Academy**

**Recording**

_A computer screen turned on showing a small school dorm room with the web camera on as a pink haired girl sat down in front of the computer._

"**My name is Aelita Schaeffer, I am a student at Kadic Academy in the suburbs of France and I am also the owner of a secret that could affect the entire world if it were ever to be discovered. During the nineties my parents, Waldo and Anthea Schaeffer, attempted to destroy secret military project codenamed Carthage. It was supposedly meant to disrupt enemy communications during the Cold War but it had quickly developed into an attempt to develop the first Artificial Intelligence that would take control of all enemy electronics no matter how big or small."**

_A picture of Waldo Schaeffer and Anthea Schaeffer while she was still pregnant appeared next to Aelita on the screen._

"**My father, Waldo Schaeffer created a digital simulated world to act as the staging ground of Carthage's destruction by acting as the buffer and the conduit of an AI of his own creation: XANA.**"

_The picture of Aelita's parents was replaced by the Eye of XANA and a window appeared showing a recording of XANA attacking Aelita and Waldo after being virtualized into Lyoko for the very first time._

"**But XANA betrayed us and imprisoned us in Lyoko. A decade later the Supercomputer that held Lyoko was reactivated by a boy named Jeremy Belpois."**

_A picture of Jeremy replaced the Eye followed by a recording of Yumi, Ulrich, and Odd fighting XANA's monsters as they protected Aelita in various battles._

"**He along with Odd Della Robbia, Ulrich Stern, and Yumi Ishiyama worked together to bring me back into the physical world and destroy XANA. But XANA faked his death and returned two years later, capturing my friends and leaving me alone after I barely escaped. At this point it seemed XANA had finally won until help came in the most unexpected form."**

_Aelita smiled as a picture of the Total Drama cast appeared over Jeremy's picture. A window appeared showing Gwen, DJ and Geoff being virtualized into Lyoko for the first time. Next appeared recordings of them and Bridgette in the first battle with XANA's monsters followed by a recording of Courtney, Heather, Trent, Duncan, Noah, and Izzy being virtualized for the first time and fighting alongside Aelita, Gwen, and Bridgette against XANA's monsters and Generals._

"**The cast of the Canadian Reality show Total Drama arrived in France for another season: Total Drama Reality and five of them came upon me during an attack. It started with Geoff, Bridgette, DJ, LeShawna, and Gwen first but as the war against XANA waged on more of them joined us in the fight and it soon became apparent that this time XANA was playing for keeps. We encountered new enemies as XANA created digital versions of us, his Generals to lead his army and fight us and even more enemies and allies appeared from beyond the Digital Sea."**

_A small window showing a recording of Tom, the Guardian from the Net arriving in Lyoko. The window showed several battles between the Lyoko Warriors and the viruses in many systems in the Net, culminating in the final battle with the Trojan Horse Virus called Megabyte in his dragon form in the Supercomputer._

"**An Anti-Virus program calling itself Guardian 453, Tom arrived in Lyoko and told us of a new level of Cyberspace called the Net that was under attack by XANA. We helped him save the Net and in turn we learned a lot about the Digital World that humanity created but did not understand. Now the battle has returned to Lyoko when a new threat arrived in the form of a super virus calling itself Nephilim and his creator, Dr. Lyon. Both were affiliated with Project: Carthage and were looking to finish what was started years ago but this time we had help."**

_A recording of Seraphim appeared fighting Nephilim in the City Sector was next._

"**Seraphim, an AI created by a student of my father to protect the world from them appeared and with his help we defeated Lyon and his creation but we paid a terrible price. Seraphim sacrificed his life to restore Lyoko and give us a chance to track down XANA to end his threat once and for all. And we lost two members of our group during the battle. They were not killed but as of now they've lost any chance of helping us continue the battle."**

_Aelita showed a picture of Duncan and Courtney and a window popped up showing a recording of Nephilim deleting Duncan and Courtney's Avatars._

"**The battle has evolved as XANA has not just returned for revenge against me and my friends or to take over the world; he has started a war between digital and organic life. He seeks to control this world to bring it into an era of peace but without free will it is not a true peace. I pray we are able to stop this war before it evolves beyond our ability to contain it or the Earth along with humanity will be scared in a way that will never heal."**

_Aelita sighed as she clicked the mouse on the 'End Recording' icon and the screen went black as Aelita turned the computer off._

**End Log**

Xxx

**America  
Conestoga Hills  
Hollander Residence**

_A computer screen powers up, showing a video chat room with a teen sitting in his room looking at the camera from the other end._

"**Hey, Mark. I heard what happened a few nights ago and I got to say you got a lot going on. Kilobyte's in the game which is good for you but now Lord Fear is on the run and Lady Illusion might be…gone. This game of yours is going crazy from the sound of it and it doesn't sound it's going to be stopping anytime soon.**"

A blond haired British boy nodded in agreement. "It definitely has, Pete. Ace has been a little down since Lady Illusion sacrificed herself to save him from Fear. I hope he'll be all right. In the meantime the Amulet's broken again and we need to find it, before Lord Fear finds the pieces or the game really will be over this time."

He was honestly worried about Ace as he never before experienced the emotions regarding the loss of a loved one. Mark just hoped it wouldn't affect Ace for too long. Kilobyte may be gone but Lord Fear, with or without the other villains in the Carnival of Doom was still a threat. They needed to work together if they planned to win the game once and for all.

Xxx

**Sixth Dimension  
Circus Sector**

As the people of the physical world went about their daily routines a plan to affect the millions of lives was being hatched on a non-physical plane of existence but yet existed all the same. The world around him was composed of nothing but lines of data and codes but to a recent visitor it was all real. And what especially was real were the tentacles that were hovering outside of his iron cage that caused the man to recoil in horror.

"How quickly power changes hands, programmer." The owner of the tentacles whispered in a cold voice. "Not too long ago you created me, imprisoned me, controlled me like a puppet. And now here you are, caged like I was when you controlled me and I assure our positions will never be reversed again. Now that all is left is deciding how much use you are to me."

The tentacles hovered dangerously close to the man who cowered and shook in his cage. "Wa-wait, Kilobyte! I can get us out! I designed this world and I know how to get us out!"

"I'm sure you will." The man known as Kilobyte pulled his tentacles back as he walked up to the cage. "Otherwise I will have to find a way myself and what happens to you if you are no longer useful…Well, that does not bear much thinking."

The man shivered in fear as Kilobyte opened the cage, pulling him out as three small clowns surrounded him.

"This is my world now, programmer. Anything that happens I know and if my new friends detect even a hint of treachery then they'll be…most displeased." Kilobyte said as the clowns pulled the man out of the circus.

Soon he would be free of this prison and he would have his revenge on those who defied him.

Xxx

**Conestoga Hills  
Abandoned Observatory  
'Thunder Tower'**

"Come on, Ace! You can't keep on sulking up there! What about Fear? We should be tracking that bonehead and his walking golf club down!"

The owner of the young female voice was none other than Sparx, a Lightning Knight and side kick to Ace Lightning who at the moment was sitting on the roof of the Lightning Tower which was in a reality an abandoned observatory, looking up at the evening sky.

"What's the point? Kilobyte is gone, Lord Fear vanished and Lady Illusion…" Ace trailed off as he stood up and floated down onto the floor.

Sparx hated seeing Ace like this, a watered down saddened version of the hero he was meant to be. All because Lady Illusion had done what no one, not even Sparx, had expected her to do: sacrifice herself to save Ace and the world.

"Don't be so down, Ace. She might not be gone." Sparx suggested. "She could just be somewhere in the Sixth Dimension."

"Possibly." Ace conceded.

"So all we need is the Amulet and we'll get her back." Sparx continued.

Ace sighed. "It doesn't work that way."

"Huh?" Sparx stopped, looking confused. "What do you mean?"

"In our hands the Amulet would only summon a fellow Lightning Knight and though Lady Illusion is not aligned with Kilobyte or Fear anymore I wouldn't be able to summon her even if we had a piece of the Amulet." Ace explained as he looked up at the sky. "I doubt Fear will want to bring her back unless only so that he could destroy her."

"Okay…so what about Fear? What do we do about him? He's on the run but that doesn't mean he's out." Sparx changed the subject. "We can't let him go running around out there. What happens when the other bad guys come back?"

"The good thing about that night is when the Amulet was put together by Kilobyte and broken again when he was defeated all the villains we defeated were forced back into the Sixth Dimension so it's just Fear." Ace replied as he turned around with a hand to his chin. "You're right about one thing, Sparx. We can't let Fear get his hands on the Amulet."

"Really?" Sparx questioned with an excited look.

"With Fear gone and no villains running around the Carnival we have a chance to collect all the pieces of the Amulet and end this once and for all." Ace continued. "Okay, Sparx, here's the plan. I need you to keep an eye on things here and watch for any sightings with Fear. I'm going to ask Mark and Chuckdude for helping with finding the Amulet."

"All right!" Sparx punched a fist into the air. "We're back!" She put two fingers in her mouth and let out a loud whistle. "Lighting Flash to me!"

Sparx's personal ride came down in front of her and she hopped onto it, letting a loud whoop as she shot out of the Lightning Tower.

Ace watched as Sparx flew off with a sad look. "Hopefully we'll all be back Sparx."

He had a plan but it wasn't what Sparx was thinking of.

Xxx

"I, Lord Fear, Master of Terror, Ruler of the Carnival of Doom, and Supreme Ruler of all Evil reduced to this! Forced to hide in an abandoned mortal barn like a sticking animal. This is humiliating and degrading to a being of my status!" The walking skeleton known as Lord Fear raged as he paced back and forth inside the wooden barn he had found outside the city that was large enough to hide him and his personal ride, the Doom Wagon.

He had been here for a few days, trying to figure what to do next. All he had left was his trusty staff, his ride, and a rodent for a minion.

"It's not that bad, boss! At least we have our health." The flying rat known as Dirty Rat offered to try and make Lord Fear feel better.

That did not comfort Lord Fear in the slightest and he showed it by glaring at the Rat, mentally smirking as the rat let out a whimper as he floated back. He did not trust the Rat and for good reason. The Rat, while weak was among the most devious of his minions and even once usurped control of the Carnival of Doom from him. And Fear didn't forget that Rat instantly sided with Kilobyte when he arrived and cast Lord Fear aside to take control and was only with him because there was no one left.

He didn't trust the Rat but he was only one left besides his trusty staff and he needed all the help he could get. He would not give the Lightning Knights or even Kilobyte the satisfaction of admitting defeat after just banishing Kilobyte to the Sixth Dimension.

"And what good is our so called health when we are reduced to this? Hiding like common pathetic mortals here?" Lord Fear spat as he turned away from the rat. "I had it all in the palm of my hand, Kilobyte and Ace Lighting were down in front of me but the traitor Lady Illusion tricked me. I dare not return to the Carnival, not when Ace Lightning is most likely watching for any sign of my return and without pieces of the Amulet I cannot summon any of my minions back to aid me. What I need is a way to turn the balance of power back in my favor."

To say things had gone bad for Lord Fear was a bit of an understatement.

He had not been able to find a piece of the Amulet or lead his gang of villains to take over the world because of the traitor Lady Illusion and his arch nemesis, Ace Lightning. When Lady Illusion sacrificed herself to save Ace Fear had seen the look in Ace's eyes, a look of pure anger that shook the walking skeleton even to this day. He was no doubt searching for Fear at this very moment, forcing Fear to take refuge in an abandoned barn on the outskirts of Conestoga Hills. Even if defeating Kilobyte had increased Lord Fear's power the Master of Terror was hesitant to take on Ace if he was determined to avenge Lady Illusion.

To be honest Lord Fear understood Ace's desire for revenge for the supposed death of the woman he loved, the woman that Lord Fear himself had loved that had betrayed him for that wretched superhero. Fear had trusted her and she betrayed him more than once and after all they had been through she disguised herself as Ace Lightning because she knew he would betray the hero in the end. The small feelings of remorse was squashed by feelings of hatred and jealousy coursing through Lord Fear's non-existent heart and he shoved those feelings aside to focus on the current situation.

If Lord Fear was to ever gain the upper hand he needed something very powerful to destroy Ace Lightning and the rest of the Lightning Knights so that Lord Fear could finally rule this pathetic mortal world.

"It is kinda bad when you say it like that boss. Too bad we can't bring the others back the way Kilobyte was putting mortals in the Sixth Dimension. I mean without the Amulet we're the only ones left." Dirty Rat commented.

"Yes…" Lord Fear stopped pacing. "The ability to send someone into another dimension without the Amulet is an ability that would give anyone a great advantage…Perhaps there is a way."

"Huh?" Dirty Rat looked confused.

"I have a job for you my flying minion." Lord Fear walked up to the rat. "Find the science teacher from the mortal school and bring him to me."

"Huh? Why?" Dirty Rat asked.

"Never mind why, just do it!" Lord Fear snapped.

"You heard his Lordship." Lord Fear's trusted staff, Staff Head said as the glass orb sitting above his head glowed bright orange. "Get moving!"

"Okay! Okay!" Dirty Rat whimpered and took off through a hole in the roof.

"An excellent plan, my Lord." Staff Head said as its orb started glowing. "And with Kilobyte out of the way you'll be unstoppable."

"Indeed my Totem of Terror but you're wrong." Lord Fear replied.

"Huh?" Staff Head looked confused.

"The combined assault of our attack with the sidekick and Lady Illusion was not strong enough to destroy him. It only sent him back into the Sixth Dimension even though doing so increased my power. If I had the Amulet in my possession it would have been different but the end result was still the same." Lord Fear explained before smirking. "But once I get all my minions back I'll be strong enough to show myself to Ace Lightning and finish him off once and for all. And when I collect all the pieces of the Amulet I'll finish the Lightning Knights and their annoying sidekicks once and for all, leaving this world ripe for me to conquer. And no one will stop me this time, not even Kilobyte or Ace Lightning!"

Lord Fear threw his head back and cackled loudly that echoed throughout the barn. The Master of Terror would rise again.

Xxx

**(A computer screen powers up and the cursor clicks on a file labelled 'Game Start'. The Amulet of Zoar appeared on the screen and broke apart while the gem in the middle piece engulfed the screen. The screen now shows blue data lines moving with images of multiple characters on the top and bottom of the screen moving in inverted directions.)**

_It's hard to take a stand_

**(Mark Hollander firing his Lightning Gauntlet)****Thomas Wansey as Mark Hollander**

_I__t's hard to do what's right_

**(Chuck Mugel typing away on a computer)**

**Marc Minardi as Chuck Mugel**

_No matter how scared you are_

**(Kat ducking as an energy blast flew over her head)****Ashley Leggat as Kat Adams**

_You've got to stand and fight_

**(Aelita standing in a scanner before being virtualized and appearing in the Mountain Sector of Lyoko in her new Avatar)**

**Sharon Mann as Aelita Schaeffer**

_But we don't have to play this game all alone_

**(Ace Lightning flying and shooting lightning bolts from his hands)**

**Michael Riley as Ace Lightning**

_Cause there's a hero_

**(Gwen blocking lasers with her scythe while Heather shoots shuriken at a Pyramid, hitting in the Eye and destroying it)**

**Megan Fahlenblock as Gwen**

**Rachel Wilson as Heather**

_There's a hero in us all_

**(LeShawna smashing a Dark Krab with her hammer)**

**Novie Edwards as LeShawna**

_When a hero stands beside you_

**(Geoff and Bridgette fighting side by side against XANA's monsters)**

**Dan Patronijevic as Geoff**

**Kristen Fairlie as Bridgette**

_You can hear them call_

**(Cody and Noah firing their pistols at Hornets)**

**Peter Oldring as Cody**

**Carter Hayden as Noah**

_There's a hero_

**(DJ blocking lasers with his barrier)**

**Cle Bennet as DJ**

_There's a hero in us all_

**(Trent playing his guitar, shooting fire and lightning from its end)**

**Scott McCord as Trent**

_There's a hero in us all_

**(Sparx clashing her sword with Lord Fear's staff while Random Virus clashed with Anvil)**

**Deborah O'Neil as Sparx**

**Cathal J. Dodd as Random Virus**

_You have to do what's right_

**(Ace Lightning in the Sixth Dimension fighting of a crowd of zombies)**

_You have to do what's good_

**(Lady Illusion gasping as she turned into pixels in Ace's arms before vanishing)**

_It's hard to stand and fight_

**(XANA's Avatar appears out of a black cloud followed by his generals as a tower behind them glows bright red)**

_When you're misunderstood_

**(Kilobyte laughing as he held the complete Amulet of Zoar)**

_But we don't have to play this game all alone_

**(The Lyoko Warriors and the Lightning Knights standing together as a dark cloud covered the sky over France)**

_Cause there's a hero_

**(Ace flew at Kilobyte with his hands sparkling with lighting as Kilobyte's tentacles extended from his back)  
**_  
There's a hero in us all_

**(Aelita closing her eyes and activating a tower that glowed pink)**

_When a hero stands beside you_

**(Pink lightning hitting Ace, powering him up)**

_You can hear them call_

**(Kilobyte roaring as his eyes glowed bright gold with the Eye of XANA appearing as pupils)**

_There's a hero_

**(The Warriors and the Lightning Knights battling Kilobyte with everything they've got)**

_There's a hero in us all_

**(Ace becoming a literal human shaped lightning bolt that exploded in a flash of light)**

_There's a hero in us all_

**CODE TOTAL DRAMA REALITY: HEROES OF DIMENSION EARTH**

Xxx

**Return Of The Master Programmer**

**Conestoga Hills  
Mugel Residence**

Chuck Mugel sighed as threw his backpack onto his bed which he later fell on a second later. "What a day."

"Long day, Chuckdude?"

"Gah!" Chuck jumped up and smiled when he saw Ace Lightning floating at his window. "Ace, dude!" He opened the window and allowed Ace to float into his room. "What's up? Lord Fear up to no good again and you need help?"

"It's not Fear I need help with Chuck, its Lady Illusion." Ace answered, walking over to Chuck's laptop. "Is there any way to find her in the Sixth Dimension and bring her back?"

"Lady Illusion?" Chuck scratched the back of his head. "Well if she's still alive I would say we could use the Amulet but Lady Illusion's not a Lightning Knight so you won't be able to bring her back. The only other way would be the portal in the Haunted House, the one I used to help bring Sparx back."

"And would Lady Illusion know of this portal?" Ace turned and faced Chuck.

"I kinda doubt it, Ace. I mean if any of the bad guys knew we'd be up to our necks in bad guys until someone put the Amulet back together." Chuck replied thoughtfully. "Good thing Kilobyte doesn't know about it either."

"Yeah, it is a good thing." Ace looked back at the laptop. "Have you found him?"

"Well, I lost contact with Rick but I imagine he's still in the circus. I haven't been able a solid connection with the ga-I mean the Sixth Dimension since that night at the Carnival. I'm still working on it but if I get the connection up and running I can check in on Rick and see if Lady Illusion is still alive." Chuck hastily said.

"You don't have to worry, Chuck. I'm not upset about it being a game anymore. Mark spent a long time trying to tell me and I didn't listen but he also stated I was as real as he was." Ace glanced back at Chuck.

"Well yeah! You're here! You're talking with me!" Chuck said with a big smile. "If that's not real I don't know what is."

"Yeah and so are the others." Ace nodded with a small smile. "Thanks for the help, Chuckdude."

"Anytime, Ace." Chuck watched as Ace flew out his window and watched him vanish into the sky. He then turned back to his laptop with a worried look. "Oh, I got a bad feeling about this. I better tell Mark."

Xxx

**Conestoga Hills  
Hollander Residence**

"Are you sure about this?" Mark asked as his father put a suit in a large case. "This is a little sudden."

"It's just a few weeks away in France dear and your mother will look after the house while I'm gone. You really want to pass up a chance to see France? I thought you'd be happy, it's close to England after all." Mark's father, Simon replied with a smile. "Doesn't that sound exciting?"

Normally Mark would think so but he had a few things on his plate, such as spending time with his new girlfriend, finding pieces of the Amulet before Lord Fear does, and checking in on Ace. "Well, I kind of have…had plans for the next couple of weeks. I thought I would spend some time with Kat since we only started dating a while ago."

"Oh don't worry, we won't be gone long and you can always trade messages with her like you do with Pete." Simon patted Mark on the shoulder. "You've been a little stressed for a while and I thought a trip to France would be good way to help you…unwind as teenagers say these days."

Mark was even more hesitant to argue with his father as he wasn't wrong about Mark being a little stressed from saving the world but he couldn't tell his parents about that. He would have been all for a vacation if Lord Fear wasn't still on the loose. "Can I just tell Kat and my friends about this before w go?"

"Sure, my boy. It'll take all day for me to get my suits all put away for the trip. So go on and have some fun." Simon nodded.

"Thanks dad." Mark smiled as it was hard to fight his parents when they were just looking out for him.

After speaking to his parents he ran up to his room and pulled out his cell phone.

Xxx

**Kent Brother's Carnival**

"Nothing…Nothing…Nothing…" Sparx sighed as she walked around the deserted Carnival of Doom. "Bonehead's not coming back here anytime soon." She stopped when she heard the cell phone Ace left her ringing and quickly answered. "Sparx here."

"_Sparx? Where's Ace?_" Mark's voice asked.

"Nice to hear from you too, kid. Ace took off for a bit and I'm at the Carnival checking things out. Lord Fear hasn't come back yet from the looks of it so I'm looking around for pieces of the Amulet. Sooner we find them the sooner we can kick his bony butt." Sparx answered with an eager smirk. "Ace went to check on something."

"_Well when you find him can you tell him I might be gone for a few weeks? My dad has a business trip to France and he wants me to come along._" Mark explained. "_He thought I could use a vacation._"

"Ha! Sad to be missing all the action, kid?" Sparx chuckled. "Don't worry, me and Ace survived a whole summer with you gone. A few weeks will be easy."

"_What about Random Virus? What if his evil side takes over while I'm gone?_"

"Random's hiding back in the junkyard. We'll keep an eye on him. We don't have a lot of baddies out at the moment." Sparx spared a glance around the Carnival. "It's quiet and weirdly peaceful around here."

"_Well, hopefully it stays like when I get back. Thanks, Sparx._" Mark said.

"Anytime kid." Sparx hung up and sighed. "Where did you go, Ace?"

Xxx

Ace sighed as he looked down at the small town of Conestoga Hills below him. He had dedicated himself to protecting the people since he first came into this world, following his code as a Lightning Knight.

Or rather his programming.

He knew the secret of his origin along with everyone else's origin from the Sixth Dimension but did it define who he was. He was a hero, a protector, someone who helped keep the people of this world safe from evil. But now he is someone else, someone who is about to risk himself to save someone who brought out possibly the strongest emotions in him.

'This is it. This is where I leave everything to Mark and Sparx.' Ace thought as he brought his hands up, pointing them at the sky. 'Sorry everyone, this is something I have to do but don't worry. I will be back with Lady Illusion.'

He hesitated for a second before powering his hands up and releasing a stream of lightning that shot into the sky. His power light up the sky as a single strand of lightning shot across the night sky, lighting it up a lot longer than a normal bolt of lightning should. And it was seen by a few people who recognized that light.

Xxx

Sparx stopped the Lightning Flash when she saw a spiral of lightning above the Thunder Tower. "What in the Sixth Dimension is…Ace!"

She high tailed it towards the Thunder Tower, pushing the engine on the Lightning Flash to the max in the direction of the lightning, knowing that Ace was connected to it.

Xxx

Ace grunted as he continued shooting the pillar of lightning into the sky, taking into account of the power he was losing but kept going. First it was one hundred percent, then it was seventy percent, sixty five percent, and by the time his power was at fifty percent his form was starting to shimmer, becoming partially static from the loss of power.

"ACE!" Ace could hear Sparx shouting. "WHAT IN GREAT HOT OBLIVION ARE YOU DOING?! YOU'LL RUN OUT OF ENERGY!"

'Sorry Sparx.' Ace closed his eyes as he poured the last of his power into the pillar of lightning that set a bright flash of light that would have blinded anyone except Sparx if they had been watching.

The lightning vanished into the night as Ace fell back, falling down towards the ground but luckily Sparx was there to catch on her ride.

"Ace!" Sparx got up and put Ace on the ground, watching his form shimmer into pixels. "What were you thinking?"

"So-sorry, S-Sp-Sparx. I-I got to do th-this." Ace said with a small smile. "Lo-Look after Ma-Mark. You can ha-handle Fe-Fear. Do right-right and fear not."

Sparx's eyes widened as Ace vanished into nothing. "Ace…"

Xxx

"Ace did what?!" Mark exclaimed into the cell phone.

"_I saw it, kid. He literally shot all of his power into the sky and disappeared. He's back in the Sixth Dimension by now._" Sparx sadly explained.

"What was he thinking?" Mark whispered before his head shot up. "Lady Illusion."

"_What?_" Sparx asked.

"I think he went back into the Sixth Dimension to find Lady Illusion." Mark realized.

"_Is he insane? Even if he does find her how does he plan to get back?_" Sparx exclaimed.

"Probably through the portal in the Haunted House, the one you and Chuck used to escape. If Lady Illusion does find her and they make it through the portal they can make it back here." Mark explained but sat down on his bed. "But what if Kilobyte is there and finds out about the portal?"

"_That does sound bad, kid. You picked a heck of a time to leave._" Sparx commented.

"I didn't pick…" Mark sighed. "At least we know Lord Fear isn't hiding out in the Carnival. Maybe you can find a few pieces of the Amulet before he does."

"_So now what? We sit back and wait?_" Sparx asked anxiously.

"I got some time left. I'll check in with Chuck and see if we can contact Ace." Mark stated. "I got a bad feeling about this."

"_You and me both, kid._"

Xxx

**Sixth Dimension  
Entrance to the Carnival of Doom**

When Ace opened his eyes again he was greeted with the familiar sight of the entrance to the Carnival of Doom. It wasn't the Carnival of Doom in the mortal world, it was the one in the Sixth Dimension that had been created by Lord Fear's twisted imagination.

'Or should I say it was created by whoever created us.' Ace thought as he stood up. 'Now I just need to find Lady Illusion and then get back to the mortal world through the portal in the Haunted House.'

Ace walked through the gates and into the dark looking carnival.

Xxx

"No way! Ace is in the Sixth Dimension!" Chuck exclaimed, falling onto his bed as he listened to Mark and Sparx's story. "And he's gone looking for Lady Illusion?"

"That's what we think Chuck. We need you to try and find contact Ace because he might be in over his head. Even if he does find Lady Illusion there is a chance he could end up bringing Kilobyte back." Mark explained.

"Oh yeah, that's bad." Chuck brought his laptop onto his lap. "He's going find Lady Illusion and bring her back through the portal in the Haunted House."

"As if we didn't have enough problems." Sparx groaned as she sat down on the floor. "It's bad enough Lord Fear's missing and Mark's going off to Fran but now this. What does he expect us to do while he's gone?"

"It's pronounced France, Sparx." Mark corrected.

"Whatever. Doesn't he realize even if Lord Fear's on the run that bonehead's even stronger now?" Sparx groaned.

"Stronger?" Mark looked at Sparx. "What do you mean?"

"You remember that orange blast that fried Illusion? An attack changing in color usually means that the attack power has changed drastically and since Lord Fear helped Ace clear the Carnival of Kilobyte and his goons that means he's more powerful than ever." Sparx explained as she stood up. "We need to take him out before Ace gets back and if he ends up bringing Kilobyte back."

"She's right, Mark. I just checked Lord Fear's stats and his power point level has gone way up. He's a lot stronger to the point only Ace would have a chance of beating him. The plasma beam from his staff took out Lady Illusion in one hit and it can do the same to the Lightning Knights." Chuck said, looking at his laptop.

"I have to get back to my parent's house. I only have a few minutes before my dad leaves. Are you sure you guys will be all right?" Mark asked.

"Don't worry, Mark. We can handle it." Chuck smiled. "The Chuck-dude's on the job!"

"Okay, Kat should be over by now." Mark looked at his watch. "Good luck guys."

"You too, kid." Sparx nodded with a smile as Mark left the room.

Xxx

**Sixth Dimension  
Carnival of Doom  
Abandoned Laboratory District**

"I am waiting, Programmer." Rick shuddered as Kilobyte's voice hissed behind him. "What is taking so long?"

"These computers aren't like the ones back at my shop. I need to make a connection with my databanks which was lost when you found all the pieces of the amulet. I have start over from scratch." Rick quickly explained.

He yelped as Kilobyte pulled the chair around and found himself face to face with his psychotic creation. "I am not interested in feeble excuses, Programmer! I want a way back into the real world where I will finish what _you_ started. You had best hope your usefulness to me does not come to an end or I will be quick to see your departure from my sight!"

Rick whimpered as Kilobyte slammed his chair back into the computer console of the mad scientist looking lab he was in that Kilobyte had found for Rick to use and slammed the door on his way out. When he was gone Rick sighed in relief but knew he needed to find a way to escape and soon. It only a matter of time before Kilobyte ran out of patience and tried to kill him. He knew that the only way to get out was through the portal hidden in the Haunted House but with Kilobyte keeping a close eye on him it would take a miracle for him to even set one foot there.

Rick just needed something to distract Kilobyte long enough for him to escape and that was what he was looking for right now. The DataStream, the main method of how he was able to bring Ace Lightning all the characters in the game to life. He did not create the DataStream, he merely found it as he worked on making the game as real as he could. The DataStream was simply put, a stream of data and codes that were chaotic and unpredictable and yet they were the most complex form of coding that he had ever found.

He researched the DataStream day and night, trying to understand where it had come from and who made it until he realized that no human hand had made it, it was the digital fabric of the Internet itself. Using what he had learned from studying the DataStream he had discovered a way to advance the programming of the characters to the point that they would not only become fully aware, but they would be able to interact with the players and even _touch_ them.

Of course no one believed him and he was fired for that.

But he wasn't going to let that stop him. He set up online version of the game and used the DataStream as a conduit to bring Ace Lighting into the real world, programming Lord Fear and his gang to take over and proof the genius of the man who created everything. Unfortunately with the help of his human allies Ace defeated Lord Fear, forcing Rick to create Kilobyte to gain the upper hand. If not for a simple power outage Rick probably would have won but with his consoles down he lost control of Kilobyte and now was imprisoned in the very world he had created with his creation ready to kill him. That was why Rick needed a way to escape and so he was looking through the DataStream for a way to stop Kilobyte before he did anything else.

"All right, all parameters met. If the DataStream can bring people in and out of the Sixth Dimension maybe it can bring me back." Rick banged the keyboard. "But I don't have a power source. I need a power surge to directly bring me out."

There was no thunder storms in Conestoga Hills so he needed some place else with the right amount of weather that would make it possible for him to escape.

"Come on, come on…" Rick muttered as the screen showed global weather reports. "All I need is one place that has the right amount for weather for a thunderstorm that will give me what I need."

The computer beeped and highlighted the capital of France: Paris.

"Says there's a high of thunder and lightning in France." Rick smiled as he whispered. "Well, I could use a little time away from America and I can visit all the popular museums there. Now I just need to remotely and connect to every network there, so if and when the storm hits any computer system that I am connected will immediately run my program and freedom for me! You're not getting me, Kilobyte, I'm the Master Programmer and I run this place."

He just needed to stall for time now as it would take a day for the thunderstorm to hit France but he knew he had a chance to escape now. But what Rick did not know was that his plan did not go unnoticed by someone, someone who was like him.

Trapped and looking for a way to escape.

Xxx

**Location Unknown**

"Damn you, XANA. Damn you." A man sitting on cylinder like platform surrounded by data screens whispered. "This is not the end. I will not be stopped so easily. I'll be back and they will all pay!"

He had been trapped for little over a week now but it felt like eternity to him and he had no wish to be here for the rest of his natural life or longer than that. He refused to be trapped here a second longer which led him to the inside of the tower on his small Replica, looking for a way out.

"If only I could gain access to a scanner I wouldn't be in this mess. I've lost my connection to Lyoko and without it I can't use Schaeffer's scanners. With the scanner in lab destroyed I have no way to materialize myself back into the real world." Lyon looked at the screen. "I could try and recreate Nephilim but XANA absorbed his data and without his data I'd need to start over from scratch. There has got to be a way!"

Then as if the Universe was answering his prayers the digital screen beeped.

"Hm? What's this?" Lyon looked at the screen. "An unknown signal is connecting with multiple networks across France. Probably nothing but the signal is surprisingly complex and it's coming from inside…an online game network. Perhaps I might be able to use this."

Dr. Lyon was not finished, not by a long shot.

Xxx

"The connections too slow. The storm will be over before I connect with a quarter of the networks." Rick muttered, starting to lose his control. "I have to speed up the process somehow or I'll never get out! Kilobyte will kill me before I can find a way to bring us back!"

To his surprise a messenger box appeared on the screen of his digital computer. There was no username on the box.

Only a simple word: **Hello?**

Not knowing what else to do Rick typed: **Who are you?**

**You are attempting to access multiple networks at once. What you are trying to accomplish?**

Rick frowned. **Are you with the authorities?**

**I am Dr. Lyon and I am the lead scientist for a special project known as Project: Carthage. Now who are you and why is your signal coming from inside a game network?**

Rick's eyes widened as he quickly typed. **My name is Rick Hummel, I am trapped in a computer game I created and I'm trying to get out. I'm sending a copy of the program that I used to bring my game to life. **

He clicked on the 'Send' button and waited.

…

…

…

**This program is surprisingly complex for a video game and you've managed to create this program based off data from the Digital Sea.**

"The Digital Sea?" Rick asked and then typed. **Do you mean the DataStream?**

**The Digital Sea is the Internet in the form of a sea, endless lines of data and codes in the form of an ocean that when used right can create almost anything. Your DataStream is a cultivated version of the Digital Sea that acts as a conduit between your 'game' and the real world. That is why you attempting to connect with multiple networks in France, you are attempting to widen that conduit.**

Rick's eyes widened in disbelief. **You mean you have…Created programs like this before? How is that possible?**

**There is much the government has created without public knowing and this is one of them. Now that I know what is happening I'd like to offer you a way out.**

Rick typed quickly. **How do I get out?**

**I have something that can bring you back into the real world but I will need your help.**

Rick frowned. **What do I have to do?**

**I want you, Rick Hummel, to help me to get back into the real world.**

Rick's eyes widened again. **You are trapped in a game too?**

**In a manner of speaking. You can get out but I unfortunately cannot so in exchange for helping you I want to help me.**

Rick was shocked but was still able to type. **How do I get out?**

**I have a special program that when combines with yours, Rick, will allow you to enter the real world but not as an ordinary human. You'll be mass of data and electricity in the form of a human, much like what your program here seems to be able to do. **

To show he was serious Lyon sent Rick the digital blue prints of the program he was talking about.

Rick looked over the blue prints and he was shocked by what he saw. **Amazing.**

**Do we have a deal?**

Rick quickly typed. **Sure. Just get me out of here!**

Xxx

"Wonderful." Lyon smirked as he uploaded the program.

The program was in fact the data codes for the copy of XANA which he had copied before he upgraded and restored it by fusing the data with the back-up data for the AI of Project: Carthage that had become the enemy of the Lyoko Warriors known as Nephilim. But by infusing the copies of the old codes along with program created by this digital human named Rick Hummel he would be able to cross over between the real world and the digital world. Rick could leave and then later with his guidance he would materialize Lyon back into the real world. He would finally be free of this digital prison and then he would get his revenge.

"XANA, Aelita, those brats…" Lyon whispered with a sinister grin. "They will all pay. All of them and I just found the perfect way to make it happen."

Xxx

**Place your hand on the screen.**

Rick didn't know what was about to happen and he didn't care. He placed his hand on the screen and a bright light traveled up his hand and through his body.

"PROGRAMMER!"

Rick's eyes widened in horror as Kilobyte knocked down the door, glaring at Rick with an enraged look on his face. "HURRY!"

"YOU BACK-STABBING FEEBLE WORM!" Kilobyte thrust his tentacles forward but the light engulfed Rick, turning him into a black cloud that was absorbed into the digital computer, gone from the Sixth Dimension.

Upon seeing his prisoner was gone Kilobyte reared his head back and let out an enraged howl that shook the foundations of the Sixth Dimension.

Xxx

**France  
Paris**

It was raining and storming in France, the kind of weather that no one would want to be outside in. Inside an abandoned factory a series of computer screens came to life and a black smog like substance slowly leaked out of the screens, coming together on the floor and rising up, shaping itself into a human like form that slowly became more and more human.

"I AM BACK!" The now solidified Rick looked down at his body with an excited grin as he started dancing. "I AM BACK! I AM BACK IN THE REAL WORLD! RICK'S BACK AND KILOBYTE'S STUCK BACK IN THE GAME! WHHHHHHHHHOOOOOO-HHHHHHHOOOOO!"

Rick Hummel, the Master Programmer was free of the very world he created and he was ready to take on the world again.

But first he had some unfinished business with his creations and he had no intention of letting them defy him again.

Xxx

**Location Unknown**

The strange appearance of a human appearing in the factory did not go unnoticed. Somewhere on the digital plain of existence a dark and intelligent mind stirred as it sensed something. "Hm? A sudden burst of energy. I've never felt something like this before."

The mind quickly reached out and tried to locate the source of the energy source. It discovered the energy surge had allowed something to enter the real world through a series of computer in an abandoned factory.

And it wasn't just any abandoned factory.

"A specter…No, there's no tower involved. Whatever it is its mind is not bound to a digital domain and was able enter the real world in a complete spectre form and human body." The being stated, narrowing its eyes. "What's going on?"

He did not like being in the dark with a strange event like this. The idea of someone using the same of techniques as him was intolerable to him and he would not stand for anyone standing in his way, even if his dear little 'sister' was one of them.

"If someone is utilizing that kind of power they must have extensive knowledge of Lyoko and possibly me. If that's the case then I might possibly have another enemy, another Nephilim as an adversary. It seems Lyon is not done being a thorn in my side." The being smirked. "If he wants to play some more he should know what happens if he loses."

Oh yes, XANA was interested in this new turn of events and if he could use it against his sister and the warriors then he saw no reason to interfere.

Yet.

Xxx

**France  
Kadic Academy**

"Mmm…" Aelita opened her eyes as she sat up on her bed and looked out the window, seeing the stormy weather. "…It's been a long time since I've seen a storm that bad."

Aelita could not help but feel the storm was some kind of omen.

Xxx

"So you're going off with your dad to France for a few weeks on a business trip while Ace is back in the game looking for Lady Illusion. You picked a heck of a time to leave, Mark." Kat said with a small smile as she and Mark walked back to the Hollander house.

"I didn't exactly pick a time, Kat but I want let you that Chuck and Sparx will keep an eye on things here." Mark replied.

"So I guess asking for an interview is out of the question?" Kat asked rhetorically.

"Kat, I talked to you about this before." Mark sighed as he stopped walking, making Kat stop as well. "We can't go around telling everyone about this and besides, Lord Fear's on the run and Sparx's already refused to be interviewed."

"Fine." Kat sighed reluctantly.

Ever since that night at the Carnival where Kat had learned Mark's secret life she had been hoping to make a story in the Conestoga Hills High School Journalism section about it but Mark, Ace, and Sparx refused any attempt by her to interview them. It had gone without saying that Kat was disappointed but she stopped pushing the issue a few days later.

"So, you remember to send me pictures?" Kat changed the subject.

"Yeah. Just a few weeks of nothing but museums, historic sites, and anything non-super hero related." Mark nodded with a small smile.

"I'm surprised you won't die of boredom." Kat said as she kissed Mark on the cheek.

Xxx

**Sixth Dimension  
The House of Illusion**

Monkeys dressed as clowns were all over the fence surrounding a small house with pink and purple striped walls and a purple roof. The gates to the house were made of candy canes which would have been as odd to anyone from the real world if they were to come upon this house. Inside the house a woman sat in a large white chamber with a large crystal ball in the center of the room. The woman was none other than the owner of the house, Lady Illusion.

Lady Illusion was Lord Fear's second in command and former lover but had betrayed him when she fell in love with Ace Lightning and saved him on many occasions. It had been rough due to her jealously of Ace and Sparx's partnership, Staff Head blackmailing her, and Lord Fear's wrath for her betrayal but it has been worth it in the end. Now she was back in the Sixth Dimension, alone and with only the creatures created to guard her home for company. She hoped Ace was all right but knew that he had been saddened by her loss.

She knew Lord Fear would betray him once they had defeated Kilobyte and she knew once Kilobyte was defeated Lord Fear would be strong enough to destroy Ace.

So she knocked Ace out and took his place in the final battle, willingly taking an upgraded blast to the back from Lord Fear's staff. At least in the end she faded back to the Sixth Dimension in her love's arms and knew that he loved her. But now that she was here she had to be careful because Kilobyte was in the Sixth Dimension and if he found out about her betrayal there was no doubt that he would tear her apart with his bare hands. For now she would wait in her home for a sign that let her know it was time to leave and find a way to reunite with her love.

"Ace, you shouldn't have come here. Kilobyte will know you're here and he'll use you to escape back to the mortal world." Lady Illusion whispered as she looked into the crystal ball. "Hold on for me, Ace. I will find a way to be with you again."

It showed her beloved in the Sixth Dimension looking for her. She had to hurry and find him before Kilobyte did.

Xxx

**Conestoga Hills  
Airport**

The Conestoga Hills airport was as busy as it was any other day with people arriving or leaving. Mark and his father were already in line waiting to show their passports and have their luggage taken onto the plane. While Mark was waiting in line he didn't noticed the man in the dark coat and hat a few feet behind him, shaking uncontrollably. The man was looking back and forth for some reason and kept his head down whenever anyone looked at him.

Too bad it wasn't enough to keep a certain pair of eyes from finding him.

"There you are, Cheese-man. And you're hanging out with Ace's side kick huh?" The Dirty Rat snickered as he looked down at the line from a window. "Taking a trip are we? Not without Lord Fear, you aren't!"

He quickly took off into the air and flew back to where Lord Fear was hiding to tell him the news. Ace's sidekick and the teacher heading somewhere and that was not good as Lord Fear needed the teacher's help to bring the gang back. And if they captured Lightning's sidekick as well then they could force Ace to give them pieces of the Amulet in exchange for the safe return of the side kick. Mark looked up when he thought he heard something but saw nothing on the window.

For some reason Mark felt like he was about to take part in another big adventure. As he walked to the gate he sent a message to his friend, Pete.

"_It looks I'm going on another vacation and I'm kind of worried, Pete. Ace is back in the Sixth Dimension, possibly looking for Lady Illusion. Sparx and Chuck are in charge of things until either me or Ace get back and I have to believe things will be okay. After all we've been though, I know better than anyone even if Lord Fear and Kilobyte never give up, neither will Ace and as long he's got me, Sparx and Chuck we might have a chance to win this game once and for all. Until then, I guess you just believe your friends can hold out_."


	2. Chapter 2

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Lightning Knights Go To France**

**Mugel Residence**

"Well, it's a sad day indeed. Ace is back in the Sixth Dimension and Mark's going off to France. So who will be left to protect Conestoga Hills from the forces of evil? Oh wait, there is someone to call in when the hour is dark. None other than-"

"Chuck dear, your pork chops are ready!" A woman's voice called out.

"Oh man!" Chuck stood up from his desk. "Right in the middle-Coming mom!"

During his super hero monologue Chuck had been searching for Ace in the Sixth Dimension to help him get back to Earth, preferably without bringing Kilobyte back.

"Chuck Mugel, Lightning Knight signing off." Chuck quickly said as he turned off his computer's monitor.

He had pork-chops to eat before they got cold.

Xxx

**Conestoga Observatory  
'Thunder Tower'**

Sparx sighed as she looked around the empty Thunder Tower, feeling somewhat lonely. "Great, here I am on my own. No bad guys. No Ace and even the kid is gone for a while. Just me, Chuck, and maybe Random."

That thought made Sparx sad because as much as she loved fighting bad guys she enjoyed hanging out with Ace, Mark and Chuck. Now it seemed everyone she cared for were leaving her all alone.

"Ace, I know your catchphrase is 'Do right and fear not' but what happens when you fear losing everyone?" Sparx muttered out loud.

Too bad he wasn't here to answer that question.

"What am I doing? This isn't me!" Sparx sighed in frustration as she jumped onto her feet. "I should be out there finding pieces of the Amulet so I can get Ace back!" Sparx then stopped suddenly. "Oh right, he's gone looking for Lady Illusion. Ugh! What am I supposed to do?! Sit around and twiddle my fingers until he shows up?!" Sparx stomped her foot on the ground. "For thunder's sake, I'm so confused! What does he expect?!"

Smacking herself on the head lightly Sparx took a deep breath and exhaled. Ever since Ace had vanished she had no idea what she was supposed to do on her own.

"…Maybe I should go and see Mark off." Sparx whispered thoughtfully. "He's going to be gone for a while too. Might as well say goodbye." She looked up and whistled. "Lightning Flash, to me!"

Her ride came down and she jumped onto the seat, letting a loud 'WHOO' as she shot out of the Thunder Tower. Little did Sparx know was that she, Mark, and almost everyone else would be caught in what would perhaps be the greatest adventure of their lives.

And possibly the last.

Xxx

"So, the teacher is taking a little vacation, hm?" Lord Fear hummed thoughtfully once the Rat had returned and told him of what Mr. Cheseburough was up to. "And Ace Lightning's puny sidekick is there as well. It's obvious that he is attempting to take the teacher somewhere to hide him to keep him from assisting me in helping me with bringing the others back from the Sixth Dimension. With them both on a plane and going somewhere I'll be unable to find a way to bring the others back without relying on the Amulet. A cunning plan."

"But you are more cunning, your Lordship." Staff Head commented.

"Indeed, my trusty totem. We will follow them to wherever they go and without Ace to protect him the sidekick will be helpless." Lord Fear chuckled.

"We're going to follow them, boss?" Dirty Rat asked.

"Yes. Ace Lightning will be expecting me to search for pieces of the Amulet in the Carnival. Fully vulnerable, alone, and exposed. By pursuing the side kick and the teacher we maintain the advantage. And when we've regained our full strength we will return and crush Lightning!" Lord Fear clenched his skeletal hand into a fist.

"A brilliant plan, your Lordliness." Staff Head praised.

"Yeah, I like it too, boss." The Rat agreed.

"Now then, I believe we should find out where our dear mortals are vacationing." Lord Fear said as he quickly stepped onto the Doom Wagon and a second it was off the ground. "I believe the mortals have a saying. Bon Voyage, foolish sidekick!"

The Master of Fear cackled as he shot off into the sky.

Xxx

**Conestoga Hills  
Airport**

Mark and Simon were now at gate thirty eight, waiting for the plane to start taking passengers.

As they waited Simon was with a crossword puzzle on a newspaper he had found. "Hey Mark, what would a four letter word be for attempt to make someone laugh?"

"Um….Joke?" Mark offered.

"Hm! I think you're right!" Simon laughed as he wrote the word 'joke' down. "So the end of this word is 'e'!"

Mark smiled a bit as he tried to relax but was worried about how bad things could get without him around. Even if there wasn't a full gang of bad guys lurking in the Carnival that didn't mean Lord Fear wasn't a threat all on his own. Chuck had said Lord Fear was a lot stronger now thanks to defeating Kilobyte and wondered if Sparx could take on the skeleton overlord by herself.

"_Now boarding for passengers at Gate Thirty Eight._"

"That's us, my boy." Simon said as he stood up with a bag in one hand.

Mark quickly slipped his backpack on and followed his father into the line of passengers boarding the plane. As he and his father waited patiently in line a certain man in a dark coat and hat was a few people behind them, still shaking. That same man almost had a heart attack when he thought he saw a certain rat with wings floating behind a window, looking at him. He blinked and when he looked again the rat was gone.

Xxx

"I found them, boss!" Dirty Rat flew up to the top of the building that was part of the airport where Lord Fear was waiting on the Doom Wagon. "They're going onto that big white and blue plane." The Rat pointed down at the plane. "I saw them lining up to get on."

"Excellent work, my devious rodent. Now we'll simply follow them." Lord Fear chuckled as he stretched his neck out to get a better look.

"Uh, what if they're going somewhere far? I don't think I can follow a plane." The Rat nervously pointed out.

"Maybe we should just dump the Rat into the sea if he lags behind." Staff Head suggested.

"Now, now, I have a better idea." Lord Fear looked down at the plane, seeing the bottom of the plane open and mortals loading bags onto it. "We'll follow in the Doom Wagon and the Rat will sneak onto the plane."

"How do I do that, boss?" The Rat asked.

"By getting into the pile of bags and slipping onto the plane, imbecile. That way you'll be much closer to the teacher and Lightning's sidekick." Lord Fear answered.

"Oh boy." The Rat groaned, not liking this plan already.

"Now go and hurry before that plane takes off." Lord Fear demanded, glaring at the Rat until he flew down towards the plane. "And so it begins."

Xxx

**Airplane  
Passenger Section**

On the plane Mark and his father were sitting down nicely, with Mark's father on the right side of Mark. On the left side of Mark was a young sixteen year old girl with slightly pale skin, sandy blonde hair, lavender eyes, wearing a light green sweater, a dark blue dress shirt underneath the sweater, a black skirt and blue leggings sitting down next to Mark. She was reading a book that seemed to be about sorcery when she caught site of Mark and stared at him for some reason.

"You have an intense aura." She spoke up.

Mark looked over at the girl, looking confused. "Excuse me?"

"It is so full of energy and sparkling. It's almost like it's saying you have been touched by lightning and control it." The girl explained.

"Are…are you saying that I have an aura of lightning?" Mark slowly asked, trying not to act impolite with the girl.

"Yes. By the way, my name is Dawn." The girl offered her hand which Mark shook.

"Mark Hollander. So why are you heading to Paris?" Mark asked with a polite smile.

"I am finding myself attracted to the area there. I'm a bit of a self-teaching drifter, who is on a pilgrimage." Dawn answered.

"Well, I am joining my father on a business trip because he felt I needed a vacation. I mean, it's been a long year." Mark admitted.

"What happened?" Dawn asked, sounding curious.

"Well, a friend of mine found out he was working for some kind of cyber terrorist earlier this year and my science teacher has been condemned as a madman by the police so it's been a bit of a…stressful school year. To be honest I think he had a few problems before he started thinking aliens were here to probe his brain." Mark explained.

"How sad." Dawn commented. "Do you believe he can be cured of his madness?'

"Only if the aliens he's afraid of are captured on live television. Until then I think he's in desperate need of help."

Unknown to the two of them, Mark's former science teacher Dr. Horace Cheseborough was sitting on the other side of the plane but he could see Mark easily. 'Hollander! He's chasing me? Are the aliens after me? Why, oh why?!'

Mark continued talking with Dawn before spotting something outside the window which caused his eyes to widen as he spied a familiar object moving through the air towards the airport.

'Oh no. Not now.' Mark mentally groaned.

"Mark, is everything all right?" Dawn asked, sensing Mark's emotional state.

"Y-Yeah. Just something I forgot to take care of but can't right now." Mark quickly answered, hoping Sparx wouldn't be spotted.

Sparx was not as stealthy as Ace was at times.

Xxx

Sparx stopped when she thought she was close enough to the airport without being seen by anyone. "A lot of planes. I should have asked which one the kid was on."

Xxx

**Airplane  
Cargo Hold**

"Hide in the plane, he says. Why do I get the tough ones? Why couldn't I just sit on the Doom Wagon with LF and take it easy?" The Dirty Rat grumbled as he hid in the pile of bags that was slowly lifted up into the cargo bay of the plane. "Makes me almost miss Kilobyte."

He quickly ducked his head as the bottom of the plane closed up as all the bags were now loaded.

Xxx

"_Attention passengers, we'd like to inform that all luggage has been loaded onto the plane and we will begin preparations for takeoff. We'd like to remind that all electronics are to be turned off and seat belts securely fastened. And thank you for choosing this flight to Paris._"

Mark almost wondered if she would be saying that if a fight was about to break outside the plane. If Sparx was around then something was bound to happen. Any more thoughts were cut off as the plane started to move.

Xxx

"It's moving, your Lordship!" Staff Head exclaimed.

"Indeed. Time to move." Lord Fear chuckled as he propelled the Doom Wagon off the roof of the building and watched as the plane positioned itself and then took off into the air. "Look out, little sidekick. Your little vacation is going to have a few surprises."

With that said Lord Fear let out a cackle as the Doom Wagon took off after the plane. The Doom Wagon was just as fast as Ace Lightning was easily able to keep up with the plane as it climbed up the sky through the clouds to reach an appropriate height. Luckily for Mark a certain someone noticed Lord Fear chasing off after the plane.

"Bonehead?" Sparx gasped as she saw the Doom Wagon chasing after the plane. "Now he's shows up?! And he's going after Mark!" Sparx gripped the throttles of the Lightning Flash. "Not on my watch! Hang on kid!"

The Lightning Flash blasted through the sky, chasing after Lord Fear and the plane. If Mark thought his adventures were over he was wrong.

They were just beginning.

Xxx

**Sixth Dimension  
Carnival of Doom  
Circus Sector**

For a video game the Sixth Dimension was incredibly complex and home to over a thousand different creatures. The Carnival of Doom however was home to the craziest and most evil creatures in the game and unfortunately it recently fell under the control of Kilobyte. The crazed megalomaniac asserted his authority over the Carnival of Doom, brutally putting down anyone who spoke out against him but taking control of the Sixth Dimension was not Kilobyte's desire. He was only here because he had been betrayed by his most powerful minions who had teamed up with Ace Lightning to stop him on the eve of his victory.

Deprived of his victory Kilobyte turned to the only one who could break him out of this prison: his cowardly created, the Programmer.

Only for the mortal to somehow escape and with no one to help him escape it seemed Kilobyte was trapped in the Sixth Dimension forever. This loss left him angry and he took his anger out on the various clown monkeys in the carnival that had failed to effectively monitor the Programmer.

"It will not end like this. I will find a way to escape and return to the real world. And when I do they will all pay." Kilobyte spun when he heard something chirp behind him. "What…Is…It?!"

The bird chirped fearfully as it made its report.

Kilobyte stepped forward, stopping as he heard something surprising, even to him. "Ace Lightning? Here?"

Perhaps things were about to change for the better.

Xxx

Ace looked around, seeing that he was in the Circus sector where he fought Googler. "Okay. I just need to make it through here and then I can find Lady Illusion's place. That might be where she is."

"Is that why you've come?"

Ace jumped but readied himself as Kilobyte came out of the largest tent. "So, how did you get here? Did your cyborg fellow finally lose control of himself?"

"Random is my friend." Ace prepared to fire a lightning bolt as Kilobyte's tentacles extended from his back. "And you're not going leave this place as long as I have anything to say about it."

"But the same cannot be said for…Lady Illusion." Kilobyte smirked as he saw the angered look on Ace's face. "So, she's been sent here as well. And since you've come to save her you must have found a way to bring her back. After all, a Lightning Knight cannot bring her back with a piece of the Amulet."

Ace quickly fired a few lightning bolts but Kilobyte advanced forward, almost ignoring the lightning hitting his chest. He lashed out with his tentacles but Ace turned and started running, vanishing into the many large tents making up the Circus sector.

"At the first sign of adversity you run and hide. Your emotions still cloud your judgement and they provide with a possible way to escape." Kilobyte stated sinisterly. "Go and find your precious lady, Lightning. I'll allow you the chance to see her again and if I find out she betrayed me for you then it will be your final reunion." He stepped back into the shadows. "And my final triumph."

Xxx

Lord Fear may be intent on taking over the world but that didn't mean he couldn't enjoy himself with a few small comforts.

That included enjoying the feeling of flying through the air on his Doom Wagon and as right now he was enjoying himself immensely. The plane Ace Lightning's wretched little side kick was on was high in the sky, higher than any height the Doom Wagon had reached before but it didn't matter. He following the plane above the clouds and he was honestly engulfed in awe by the view. The endless blue sky and the blue clouds hovering above the mortal world with land as far as the eye could see.

A beauty Lord Fear did not think existed.

"What a magnificent view, my loyal totem. The mortal world is larger than I thought. Perhaps all the more sweeter when I crush it." Lord Fear commented as he looked at numerous clouds. "These mortals, they have no idea how insignificant they are."

"And how much you tower over them, my Lord." Staff Head commented.

"Indeed." Lord Fear chuckled as he brought the Doom Wagon closer to the plane. "How easy would it be. Just one shot to the wing and plane would spiral down out of control with its poor passengers to their doom. But fortunately I value being cunning and patient over simple minded and destructive. A quick and painless death in a crash is too good a death for the sidekick. It will be slow and painful once I've eliminated Ace Lightning once and for all." A purple bolt of lightning shot past the Doom Wagon, surprising its driver and causing him to spin around for a second. "What was-" Lord Fear's eyes widened as he spotted Sparx on the Lightning Flash chasing him and the plane. "So, I don't just get to destroy the sidekick but also another Lightning Knight!"

With that said the Doom Wagon spun around and Lord Fear fired an orange blast at Sparx who swerved out of the way. She returned fire but Lord Fear blocked her blast with his staff before firing another plasma beam. Sparx grunted as she dodged again and flew towards the Doom Wagon to get a better shot but Fear was too smart for that and pulled the Doom Wagon back.

"Not to interrupt you but what about the plane, your Lordship?" Staff Head asked. "It's getting away."

Lord Fear grunted as he looked over his shoulder and saw the plane was leaving them behind. "Indeed. We can't waste time playing. We'll finish her off later."

Lord Fear spun the Doom Wagon around and shot after the plane.

"Come back here!" Sparx shouted as she chased after them.

"Looks like we have a tailgater, your Lordliness!" Staff Head called out.

"Not for long." Lord Fear cackled as he drove the Doom Wagon under the plane and held his staff out at the right wing.

Sparx flew under the plane and was about to fire another lightning bolt when she saw Staff Head's orb glowing bright orange and pointed at the right wing.

"What's the matter, Sparxy? Aren't you going to blast my 'villain' butt?" Lord Fear cackled as the angered look on Sparx's face.

"You fire that shot and I take you out." Sparx snarled.

"True but if I fire you won't be able to safe all those mortals onboard. A single blast is all it takes to send the sidekick and the rest of the mortals onboard to their doom." Lord Fear countered with a smile. "So how about a deal?"

"A deal?" Sparx repeated slowly.

"There is someone on the plane whom I am in need of his service and your little mortal friend is in there as well. So I propose a small truce until we reach the destination." Lord Fear proposed. "What do you think? Provide a little escort?"

Sparx growled but lowered her sword. "I'll be watching you, Bonehead."

"Oh, how flattering." Lord Fear chuckled as he angled the Doom Wagon away from the Lightning Flash. "I'll take the right wing. BY the way, where is that costumed clod of a leader you follow?"

"Busy." Sparx grunted. There was no way she was going to let Lord Fear know that Ace was back in the Sixth Dimension.

"Too busy to rescue his sidekick? All though I suppose he can't risk flying this far out without draining himself of energy." Lord Fear commented.

Sparx growled at the annoying smirk on the old skeleton's face but didn't do anything, knowing it would endanger Mark and the rest of the passengers.

"A brilliant plan, your Mightiness. Now Sparx won't bother us for the entire flight." Staff Head commented once they were out of Sparx's hearing range.

"The game's only begun my, sturdy staff. Once we reach wherever these mortals are going we'll be able to take down both Sparx and the sidekick quickly. Though I am surprised that Lightning did not follow, regardless of risking losing his energy." Lord Fear commented thoughtfully.

"You think something happened to Lightning?" Staff Head asked.

"I suppose he could still be grieving the loss of the traitor, Lady Illusion or he's possibly searching for pieces of the Amulet. But I doubt he would allow himself to be distracted from protecting his dear pathetic friends. No, my loyal staff, Sparx is hiding something." Lord Fear glanced at Sparx who was glaring at him from the other end of the plane. "And there is no doubt in my mind that something as happened to our hero and she doesn't want us to know."

"So what do we do, my lord?" Staff Head wondered.

"Nothing for now. We will regain our full strength first before we return to finish Lightning off. Let Sparx keep her little secret." Lord Fear answered with a grin. "In the end it doesn't matter if she decides to tell me or not. I'll destroy her and Lightning all the same."

He would have laughed if not for the fact that he didn't want Sparx catching onto his little scheme, not yet.

Xxx

**Airplane  
Cargo Hold**

"Gah! It's so cold down here. Where's the heater?" Dirty Rat complained as he shoved a bag off him and looked down at the cargo area. "How come I'm stuck down here and all the mortals keep the heat upstairs? It's so unfair."

The Rat only hoped that the plain would land soon. It was crowded, stuffy, and he was seriously shivering from how cold it was down here. Honestly, the sooner the plane took off and landed the better.

Too bad no one ever told him the trip was expected to last over ten hours or that with the cargo hold on the bottom of the plane right next to the very large engines that it would likely cause him to go deaf because of his sensitive ears. The poor Rat would perhaps never look at an airplane again after he finally got out of this nightmare.

Xxx

**Paris  
Abandoned Factory**

Rick Hummel was honestly enjoying his return to the real world and it was better that he had left Kilobyte back in the Sixth Dimension. Now he had business to do:

1\. Set up shop since his Fortress of Solitude was back in America

2\. Regain control of the Sixth Dimension and Kilobyte

3\. Defeat Ace Lightning

4\. Help Lyon escape whatever prison he was

5\. Then use Kilobyte to take over the world

6\. Enjoy a nice cup of coffee after a long day's work

Since he was in an abandoned factory he knew he needed to find a place with advanced computer systems that he can use to connect with the Sixth Dimension.

'**Can you hear me?**'

Rick stopped when he thought he heard a voice. "Who said that?"

'**It's me, Lyon. I'm speaking to you through our connection. I take it your escape was a success and you are back in the real world?**'

"Yeah, I'm out and not a second too soon. But I need to access a supercomputer." Rick nodded.

'**Here's an address to a supercomputer you can access. It's in the mountains but your new status will allow you to make it quickly.**'

Rick received the address and wondered why someone would have a supercomputer all the way out there but paid it no mind. "How can I get out there?"

'**Allow me to help.**'

"What are you-AAHH!" Rick screamed his body turned into a black electric mist that flew out of the factory and towards the mountains.

It moved so fast that no noticed it.

Xxx

"He's new to this and he doesn't have the kind of mental protection that he'll need if XANA finds out what I'm up to and tries to take over." Lyon grunted as he directed to Rick to the Schaeffer home in the mountains.

He knew of the Schaeffer home in the mountains thanks to Nephilim planting a piece of himself in the Supercomputer in the abandoned factory when found Lyoko. It allowed Lyon to access any and all of Lyoko's history data and unclassified data. It would have been his next stop if the Lyoko Warriors and XANA hadn't foiled his plans and left him trapped in the same digital environment he used as Nephilim's birthing ground.

"I need to be careful about much energy I use. This would be easier if I direct to the studio but I can't afford to attract the attention of Schaeffer's brat yet."

Aelita and the Lyoko Warriors would be as much a problem as XANA due to the fact that Aelita tapped into the power of the Keys to Lyoko in her fight against Nephilim. That made Aelita as big a threat as XANA and therefore someone Lyon could not afford to underestimate.

"And then there's this Sixth Dimension this Rick Hummel has created. I never thought anyone outside of Project: Carthage could design a digital environment this complex and it's a game no less. I need to better understand this 'game' better if I want to escape." Lyon muttered with a smirk. "But with it I might be in a better position of power than when I was with Nephilim."

Things were finally looking up for him.

Xxx

Mark was having a hard time suppressing the uneasiness in his stomach as he looked out the window. When he saw Sparx watching him he was wondering if she was trying to tell him or something or was she just coming to see him off? As he looked out the window he spotted something under the wing leaned over to get a better look. He had to nearly bite his tongue when he saw it was Sparx under the wing, keeping pace with the plane on the Lightning Flash.

What in the bloody hell was Sparx doing?

Meanwhile on the other end of the plane former science teacher Horace Cheseburough was sleeping and letting out a small snore. Outside of his window a certain skeleton stretched his neck up past the wing and looked through the windows, easily spotting the science teacher and letting out a chuckle when he found his target. Cheseburough woke up with a yelp and looked out the window but Lord Fear had pulled his head back, leaving the paranoid man to look through the window for imaginary aliens.

"Hey, Bonehead! Keep your head to yourself!" Sparx called out.

"You dare to order his Lordliness?" Staff Head asked with a glare.

"It's all right, my loyal staff. I was just taking a peek." Lord Fear said with a chuckle. "No need to become violent, my dear."

"Hmph!" Sparx grunted and glared at the skeleton.

"Old Sparxy doesn't seem to trusting my Lord. How rude." Staff Head commented.

"It's all right. Now that we know where the teacher is we can keep track of him when the plane lands." Lord Fear replied.

"Just how long before the plane lands?" Staff Head asked impatiently. "It's been flying for what feels like hours."

"That does not matter. We will wait as long as we must. The fact that's taking so long has shown that the sidekick is not taking any chances in hiding the teacher from me." Lord Fear answered. "Always remember my loyal totem; good things come to those who wait."

"Wait to get your bony butt kicked." Sparx muttered but like Staff Head wondered how long before the plan actually lands.

Just how long have they been up in the air anyways? Sparx can't honestly remember riding the Lightning Flash this long and she was lucky she didn't have to recharge it. Looking down at the clouds below them Sparx realized the mortal world was larger than she realized. She knew it was big but she hadn't considered it was _this_ big.

She remembered Mark leaving Conestoga Hills to spend a vacation in a place called England after Lord Fear and his gang had been defeated the first time and wondered if it had been as long as this. Sparx made a note to ask Mark how long these plane trips usually last if and when she saw him on solid ground again.

She likes flying but this is ridiculous.

Meanwhile back on the plane Mark and his father were sitting down nicely

Xxx

**France  
Outskirts of Paris**

The black mist that was Rick Hummel landed in front of abandoned house in the mountains and solidified itself back into Rick's human form.

"Wh-What was that?!" Rick looked down at himself.

'**I told you, combining your program has made you mass of data and electricity meaning you can change your form.**'

"So I'm like Lightning and the characters?" Rick asked. "This is not what I wanted."

'**Well it was the only way that would have helped you escape so deal with it. Now go inside the house and find a cellar to the basement lab. It's in the living room.**'

Rick grumbled as he walked into the house and followed Lyon's directions. He found the living room and lifted a carpet, finding a small hole in the floor. Placing his index finger into the hole he lifted the cellar up, revealing a set of stairs. Rick walked down the stairs and found a metallic vault-like door at the bottom.

"I need a combination." Rick spoke out loud as he tapped a key and the screen lit up.

'**Type in 'Renaissance'.**'

Rick typed in the code and the screen lit up. "_Good day, Professor and guests._"

The slid open allowing Rick to enter, only come face to face with a smaller door. A light ran over him before the computer voice spoke again. "_Decontaminants removed, access to main labs granted._"

The door opened, revealing a large circular room with sterile silver colored walls and floor, computer screens lining the walls and in the center was a 3-D looking map projected like a holograph. The map was a shape made up of varying segments connected to a glowing sphere in the center. An advanced looking computer and chair was attached to the holo-map.

"What is this place?" Rick looked around in awe.

'**A colleague's private lab. I'm sure it will do.**'

"It's perfect." Rick smiled as he sat down. "I can retake control of the Sixth Dimension and Kilobyte from here."

'**Glad to see it meets your expectations.**'

"Oh yes, it's time to show Kilobyte who the Master really is." Rick smiled as he opened his account that the Sixth Dimension was connected to.

The Master Programmer was back in his element and ready to take back what is his.

Xxx

**Sixth Dimension  
Googler's Big Top**

Kilobyte was sitting in the center of the large circus tent, his eyes closed as he contemplated his next move. With Ace Lightning looking for Lady Illusion he knew it was likely that Ace had an escape plan to return to the mortal world. Though he knew emotions was a weakness that can be exploited he also understood it was the so called emotion that allowed Lady Illusion to rebel against Lord Fear and apparently himself. If so then she was disposable once her usefulness to him has ended.

A zombie slowly lurched towards him but he ignored it until it spoke. "Hello Kilobyte. Remember me?"

Kilobyte glanced at the zombie and noticed a glazed look in its eyes and knew it was not in control of itself.

He knew who was on control.

"Programmer."

"Yes and I'm taking control again. You have two choices: surrender and work for me again or risk being deleted as I take control by force."

Kilobyte laughed as he stood up. "Return to a life of slavery and imprisonment? Only a fool would make that choice but here's my offer, Programmer: work for me or die."

The zombie laughed. "You may have been in control up to now Kilobyte but the Sixth Dimension has always been mine. I know each corner and each character like back of my hand. And now that I'm free and back in control you can't stop me."

"And you think one zombie is a match for me?" Kilobyte asked amusedly.

The zombie grinned as more of its kind slowly lurched into the circus tent. "No matter how powerful you are, Kilobyte you're just one in a million denizens I can control."

Kilobyte scowled his tentacles sprouted from his back. "I will fight to the death before I am used as a puppet again."

With that said he slapped aside several zombies and ran towards the exit. He'd fight better out in the open with more room instead of being cramped in the circus tent.

Xxx

Rick laughed as he watched Kilobyte run. "Not so much now is it, Kilobyte? You're lucky I can't put you back in your digital prison yet but I'm working on it."

Too bad all his important disks and programs were back in his Fortress of Solitude back in America but he was sure he could access his files from here and copy or recreate them all but that could wait. He was too busy enjoying watching Kilobyte run from his controlled minions to bother with such trivial pursuits. With the Sixth Dimension fully back under his control he could set up a way to rescue Lyon and then get back to work on proving his programming genius.

"What was it you said before Kilobyte? Never say never." Rick chuckled. "Well, the shoe's on the other foot now isn't it?"

Xxx

**Location Unknown**

Lyon may have thought he was subtle enough to keep his activities from being noticed but XANA had sensed the lab in the mountains, the one built under the original home of his creators being activated and he followed the data trail to see what it was being used for.

"Another digital plane of existence much like Lyoko. I should be insulted that a human created it as a mere game but I suppose I can let it slide considering the potential I see here." XANA remarked as he watched Rick taking control by hacking the data of various digital denizens. "This could work to my advantage."

With but a mere thought XANA reached to the connection Rick had forged between the Super Calculator and his Sixth Dimension, easily piggy backing the signal to forge a connection of his own even though he could not control the Sixth Dimension like he could with Lyoko. Luckily he would not need to control it, just extend a helping hand.

Xxx

Kilobyte was surrounded by a hoard of zombie mutants that slowly limped towards him. He narrowed his eyes as his tentacles sprouted from his back, ready to attack anything that was within his reach. He would not let his cowardly creator control him again.

"It's over, Kilobyte. I am in control now." The zombie from before laughed.

"We'll see." Kilobyte said darkly.

Just as the zombies moved to attack a barrage of lasers rained down from above, blasting them to pieces.

"What?!" The zombie from before looked up as a laser shot its head off.

Kilobyte looked up to see a hoard of strange hornet like creatures shooting down at the zombies, forming a protective circle around him. He did not know where these creatures came from but did not do anything as they were obviously protecting him from the Programmer's pawns.

Xxx

"What's happening?!" Rick exclaimed as he tried to take control of the Hornets but couldn't for some reason. An exclamation symbol appeared on the screen and the data on the Hornets indicated they were being controlled by an outside source. "Who could hack the Sixth Dimension?"

Another alarm appeared on the computer as it showed his connection to the Sixth Dimension being severed.

"NO! NO! NO!" Rick screamed.

Kilobyte was still out there and he'd take over the Sixth Dimension and if he found a way back to Earth Rick would be in bigger trouble. He needed to gather all the recourses and codes he could find to get ready.

He would not let Kilobyte get him again.

Xxx

Kilobyte watched as the Hornets disposed of what was left of the zombies before circling around him. "You are obviously not from here. What are you?"

"They are with me." A voice from one of the Hornets answered, causing Kilobyte to look at it before another spoke. "I sent them because it was obvious that human was trying to take control of this world, using resources that belong to me to do it."

"And you are?" Kilobyte raised an eyebrow.

"I am XANA and I'd like to discuss…a business proposal." The Hornet floating behind him answered. "According to the records in that humans account your designation is Kilobyte: The Cyber Stalker. Abilities: enhanced strength, tentacles that are capable of absorbing energy from any source, upgrading character's data, and even mutate organic creatures that are infected with your data. Impressive resume."

"Glad you think so but you still haven't told me what you want. What are you?" Kilobyte asked as his tentacles sprouted from his back. "You are obviously not from this world. Are you another mortal attempting to take control? If you are you will be disappointed as this world is mine and I will never bow to any mortal."

"I told you, I am XANA. But if you want a better idea of what I am then simply touch the symbol on my creatures." XANA answered as a Hornet hovered in front of Kilobyte. "A quick transfer of data will show and reveal everything."

The Cyber Stalker glared darkly at the Hornet but reached out with his tentacle and touched the symbol on the Hornet's head. A quick burst of data traveled from the Hornet, through the tentacle and Kilobyte instantly knew…_everything._

_Project: Carthage_

_Waldo Schaeffer and his wife_

_Super-Calculator_

_Lyoko_

_Scanners_

_Towers_

_Humans gaining digital avatars as they are somehow digitized into this other world with weapons and powers beyond any mortal_

_Return to the Past_

_Aelita Schaeffer_

_The Lyoko Warriors- Past and Present_

_The Digital Sea_

_World Wide Network_

_Different levels of Cyberspace_

_XANA_

All this information was instantly uploaded into Kilobyte's mind, showing and telling him everything he needed to know.

"Now there is the matter of my proposal." XANA spoke once Kilobyte pulled his tentacle back from the Hornet.

Kilobyte opened his eyes and grinned darkly. "I'm listening."

Xxx

**High Above Paris**

It was now nightfall in the city of Paris and its light highlighted the night sky of France as the plane from Conestoga Hills began its final approach.

"Finally." Sparx breathed a sigh of relief as the plane began its descent and looked down at the city. It had been over ten Earth hours since this whole flight had begun and now the plane was slowly starting to descent. Taking a look down she was greeted with what almost could be described as an endless sea of lights of a mortal city almost as large as a metropolis in the Sixth Dimension. "Wow, it's bigger than Mark's town."

Sparx was not the only one impressed as Lord Fear and Staff Head were observing the city with interest in their eyes.

"My, my, it's a bright city, My Lord." Staff Head commented with a look of awe on its frog-like face. "So big and bright. Much bigger than the mortal town we came from."

"Indeed, my steady staff. No doubt the sidekick's attempting to hide the teacher in a city as large as this. A cunning plan, but I anticipated his attempt. Now then…" Lord Fear watched as the plane began its slow descent. "I think I'm going to enjoy this vacation."

Sparx cast a wary glance at Lord Fear as the walking skeleton pulled the Doom Wagon back and slowed down. "What's he up to?"

As much as she'd like to take the fight to him she couldn't risk fighting him as they might be seen by someone. A city like this is too big for an air brawl. No, the best thing she could do was make sure the plane landed safely and find Mark to fill him in on the situation.

Xxx

**Airplane  
Passenger Section**

"_Ladies and Gentlemen we are making our final approach to Paris. At this time we would all passengers to return to their seats, fasten their seat belts and turn off all electronic devices. At this time we would like to welcome you all to Paris and thank you again for choosing our flight and hope you enjoy your time here._"

"Well, you heard the lady, Mark." Simon said with a smile. ""I just know we're going to have nice week up here."

"Yeah, dad. I'm pretty sure too." Mark nodded, trying to make sure he didn't look as edgy as he felt. "I think we'll have a good time."

He looked out the window and saw Sparx in the distance. He better talk with her as soon as possible and find out why she followed him all the way to France. If she was following him all the way like this than it had to be serious.

Xxx

**Airplane  
Cargo Hold**

"We're finally landing! It's about time!" Down in the cargo hold the Dirty Rat was beyond happy to hear the plane was beginning to land. "Ten whole hours down here and not a single speck of cheese to show for it! How do the mortals handle this?!"

Ten hours on this airplane and honestly the Dirty Rat contemplated never stepping off the ground, even to use his wings, ever again. He was cramped by all the luggage here, he was shivering from how cold the cargo hold had been, and the sound of the engines had been murder on his poor sensitive ears. All in all, it had not been a very nice experience for the Rat who just had his very first flight on a plane in the real world.

And it wasn't over yet.

The plane was finally descending down to the ramp, deploying its wheels and touched the ground. The moment they did the Rat was sent flying across the cargo hold. He screamed as he hit the wall and fell down as the wheels worked on slowing the plane down. A suitcase fell on the Rat causing him to cry and groan out as he pushed the suitcase off his head.

Xxx

"You hear something?" A stewardess asked, buckled down with her fellow waiters, thinking she heard someone shout.

"No." A steward shook his head. "Why? You hear something?"

"I thought I did." The stewardess shrugged.

Xxx

"They've landed." Staff Head commented as Lord Fear brought the Doom Wagon above the airport, watching as the plan moved to park itself along the other planes. "Now what, your great Malevolence?"

"We wait and watch as the mortals disembark from the plane. The teacher is no doubt there." Fear stated, looking at Sparx who was hovering above the airport with him. "I'd try to get a closer look but I can't risk a fight with her at this time. Luckily we have an inside source…or should I say Rat?" Fear finished his rhetorical question with a chuckle.

In the meantime Sparx was carefully watching Fear on his Doom Wagon, making sure he didn't do anything. "Oh boy, I'm going to need a long nap after this."

Xxx

"Ohhhhhhhhhh…..All the cheese in the mortal world is not worth this agony." The Rat moaned as the plane finally slowed down. "I just wanna go home now."

Unfortunately for the Rat even if he had the choice to go home he wouldn't be able to. For as of this moment, he along with Lord Fear and Sparx were now all the way in Paris.

The Master of Terror and the partner to the leader of the Lightning Knights had arrived in France.

Xxx

**Merry Christmas to all who read and review!**


	3. Chapter 3

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Tourist's First Day**

"_Hey, Pete. I bet you thought I wouldn't have to worry about anything related to the game or Ace Lightning. Well, Sparx followed me all the way to France and I mean she literally followed me all the way to France on the Lightning Flash. I don't have all the facts yet but if she followed me all the way here she'd have a very good reason. I just hope whatever it is; it doesn't cause a whole lot of trouble. Paris is a lot bigger than Conestoga Hills and it'll be harder for Sparx to move around with someone seeing her and using their cell phones to post her all over YouTube._"

Xxx

**Lyoko  
Swamp Sector**

If Mark thought his day couldn't get any crazier he would soon find out he was wrong, very wrong.

For at this very moment in a digital world different than the Sixth Dimension a single white cylinder shaped tower started to glow red. A digital menace, just as dangerous as Kilobyte and Lord Fear was on the move and it would be the start of the next greatest conflict between the forces of good and evil.

Only it might not be limited to the digital frontier or a carnival.

Xxx

**Kadic Academy  
Library**

BEEP!

BEEP!

BEEP!

Aelita put down the book she was reading on the table she was sitting at and slipped her laptop out of her backpack when she heard a familiar beeping sound. Opening her laptop she watched as the screen lit up and showed a tower glowing red. Knowing what to do she pulled out her cell phone and sent a single text message to several cell phones.

Xxx

**Across the city  
Total Drama Studio**

Across the city at a large building complex several young adults heard their phones vibrate and checked them, seeing the same message.

**S.O.S**

**XANA**

"Oh boy."

"Here we go again."

"Not even half a week since the last one."

"Yay! We get to battle monsters!"

"We better move."

"Got to go!"

"No time like the present dudes!"

"Not cool!"

"Was looking to lay some smack down on some XANA and his goons anyways!"

"Let's hurry before something bad happens!"

The very moment they saw the message they were off, running out of the building that was actually a studio and temporary place of living for them until they were finished a certain contest in this country. Whoever won the contest would win over a million dollars but they were secretly part of a team that protected the world from an evil digital intelligence that sought its destruction. And they did it by helping the one person that could stop this evil by traveling with her to another world to battle intelligence in its domain.

"So what do you think XANA's doing now?"

"Don't know; don't want to know, Izzy."

"Aw come on! It helps if you know what kind of attack it is!"

"We'll probably find out soon enough."

Xxx

"What's going on?" Rick asked as the computer in front of him started beeping. "Lyon, what's going on?"

'**Let's just say that like you I have something like Kilobyte that is out of control and it's on the move as we speak.**'

"Something like Kilobyte?!" Rick exclaimed, shocked that something like his monstrous creation was on the loose. "You made this?!"

'**No but I know who did. And don't worry, from the looks of it he doesn't know about us so we are safe.**'

"Who's he?"

'**XANA.**'

Xxx

**Factory**

**(XANA Attack Theme)**

Electricity traveled through the power lines around the abandoned factory where the supercomputer resided and intensified as more electricity gathered around the power lines. Finally when it reached its limit the electricity blasted the ground in front of the factory creating what looked like a giant wormhole and out of that wormhole a swarm of Hornets that flew up into the sky.

Xxx

**Paris  
Airport**

"Hm? Look, your Lordship. Something's happening with the city!" Staff Head exclaimed.

"Huh?" Lord Fear turned his head and watched as the many lights in Paris flickered on and off. "Seems to be a power fluctuation."

The airport was soon affected by the power drain as the lights and all electronic equipment flickered on and off.

"Huh? What the-GAH!" Sparx yelped as a laser flew past her head.

"Hm-AAH!" Lord Fear shouted as a laser hit one of the engines on the Doom Wagon, sending it spiraling through the air.

Sparx looked to where the laser came from and gasped in shock upon seeing over sixty large insect like creatures flying towards her. "What in the Sixth Dimension-" Another laser shot at her which she barely managed to dodge. "Okay, you creeps, you want a piece of me? Fine!"

Gripping the throttle of the Lightning Flash with one hand Sparx pulled out her Sword of Jacob as she flew at the swarm of Hornets with a loud shout and fired a purple lightning bolt that struck the lead Hornet, vaporizing it instantly. The swarm then split up with half of it going after Sparx while the other half flew in the direction of the Doom Wagon. Sparx grunted as she lightning at the swarm with her sword but there were too many and a single hit on the Lightning Flash sent it spinning down to the ground, forcing Sparx to jump.

She landed on her feet with a loud grunt and looked up to see the swarm braking apart and surround her. One fired a laser but Sparx spun out of the way, firing a bolt of lightning that destroyed the Hornet that attacked and took off running. Sparx may like to fight but even she knew when to retreat from a losing battle.

In meantime Lord Fear finally managed to steady the Doom Wagon and watched as the swarm of Hornets split up, one half attacking Sparx while the other half was heading towards him.

"Looks like we attracted some nasty bugs, my Lord?" Staff Head asked.

"Then we'll just have to exterminate a few, my deadly staff." Lord Fear pointed his staff at the approaching swarm as the crystal orb glowed bright orange. "Blast some sense into these overgrown bees!"

Staff Head fired a bright orange beam that blasted several Hornets on contact but the swarm was too numerous and split apart, surrounding the Doom Wagon. Fear resorted to blasting them one at a time but the a few Hornets managed to hit the Doom Wagon's engines against, knocking it out of the way and knocking Lord Fear and his Staff off. The Master of Terror yelled as he onto the pavement off the airport and groaned as a cracking sounds were heard as he climbed back up to his feet.

"The first time I come here and I'm instantly attacked. Someone's on to us, my Loyal Staff." Lord Fear growled as he looked up at the Hornets floated above him.

"Could it have been Lightning? It would be so like him to send a few bugs to do his dirty work?" Staff Head asked.

"No, this is not his style. He wouldn't send these…creatures to attack." Lord Fear quickly blocked a laser with his staff. "But they will not get away with ambushing me like this. Take that!" Fear fired another blast that took out another Hornet but several more fired and knocked Fear down.

"Perhaps a retreat is in order, your Lordship." Staff Head advised.

"These mortals…will pay for this humiliation." Fear growled as he turned around and started running with the Hornets chasing after him.

As this happened a shell shocked Mark Hollander watched from his window seat, rendered speechless by the appearance of strange hornet like monsters attacking Sparx and _Lord Fear_. What was Fear doing here in France with Sparx? Did he follow the plane here too? And where did the monsters come from?

So much a week without anything regarding Ace Lightning happening.

Xxx

**Abandoned Factory  
Lab**

Aelita was already seated at the computer, studying the tower's location and looking through news reports on what disaster could be happening. The elevator door opened up and Aelita smiled when she saw the rest of the team walk into the lab. "Hey, everyone. You made it."

"We didn't have any trouble, girl." LeShawna answered as she walked over to the pink haired girl. "But we did see the power flickering on and off."

"Power flickering? Then perhaps XANA is trying to steal the city's power for something." Aelita remarked with a concerned look on her face. "The fact that we made it all the way here while a tower is active is a little strange."

"Maybe XANA's slipping." Geoff offered.

"Possible but unlikely. The chance is that XANA is trying to store energy for some kind of plan." Aelita shook her head. "We'll work on what XANA's doing later. We have a tower to deactivate."

"I'm on it." Noah walked over the computer and sat down. "I'll get things set up here and monitor for anything strange."

"Thanks, Noah." Aelita and the others were already in the elevator. "Next stop, the Swamp Sector."

"Awesome! I can turn into a gator and eat anything I see." Izzy grinned eagerly, causing everyone else to take a step away from her.

"I think I'll actually stay on the land." Bridgette stated.

The elevator door closed and took everyone down to the scanner room.

"All right, back to Lyoko we go." Noah activated the virtualization sequence.

**(Code Lyoko theme)**

"Transfer Aelita."

"Transfer Gwen."

"Scanner Aelita."

"Scanner Gwen."

"Scanner DJ."

"Virtualization!"

Three down, six to go.

"Transfer Heather."

"Transfer Trent."

"Transfer Cody."

"Scanner Heather."

"Scanner Trent."

"Scanner Cody."

"Virtualization!"

Six down, three to go.

"Transfer Geoff."

"Transfer Bridgette."

"Transfer Izzy."

"Scanner Geoff."

"Scanner Bridgette."

"Scanner Izzy."

"Virtualization!"

And they were off to another battle in the digital world they come to know as Lyoko.

Xxx

To be honest Sparx was little excited to be fighting after spending ten long hours in the air following the plane Mark was on to this city. She had no idea where the Hornets came from and she was too busy running for her life to have such questions running through her head. She jumped, ducked, spun, and rolled out of the way of the lasers raining down on her as best as she could but she still took a few hits that thankfully didn't blast her back to the Sixth Dimension. She fired a few lightning bolts over her shoulder with her sword as she ran to take over behind a truck.

"This is not good…" Sparx was panting. The flight along with the few laser shots had taken a lot out of here and she needed to find a way to recharge and fast.

The Hornets slowly approached the truck, firing a few shots but the truck remained mostly intact. Sparx gritted her teeth as she realized she was in big trouble. Not far away Lord Fear was having similar trouble as he ran from the swarm chasing after him with Staff Head firing off a few blasts whenever he had the chance.

"This is annoying. Where did these things come from?" Fear grunted as he continued running. He spotted Sparx pinned down by the other swarm and though he was tempted to leave her to her fate he knew that if he was alone the entire swarm would gang up on him. "Perhaps the enemy of my enemy is my friend."

Sparx grunted as she ducked under another laser and looked up to see three Hornets hovering above her. "You want me?" She held up her sword. "Come and get me!"

Before they could fire an orange energy blast shot out and the middle Hornet, blasting it and knocked the other two back.

Sparx looked to where the energy blast had come from and spotted Lord Fear running towards her. "You saved me?"

"It's both our skins, Sparxy. I think a little cooperation is warranted." Lord Fear retorted.

Sparx looked up and saw the swarm behind Fear moving to attack. Acting on instinct she fired a lightning bolt from her sword that took out a few Hornets while Lord Fear fired on the Hornets preparing to attack Sparx.

"So, you save me I save you?" Sparx asked as she and Lord Fear stood back to back.

"For now." Lord Fear answered.

"Fine." With that said Sparx and Lord Fear attacked the swarms surrounding them, causing the Hornets to scatter to avoid getting easily picked off.

The Hornets moved around in a circle, attacking the two one at a time. They managed to block or dodge a few laser shots and fire back but the swarm was slowly wearing them down. They wouldn't last long like this.

Xxx

"Not much of a change since the last time we were here." Bridgette commented once everyone was gathered in the Swamp Sector.

"Noah, we're all here. You located the tower?" Gwen asked out loud.

"_Thirty Degrees North East._" Noah answered.

"Good. Unfortunately the Swamp is not ideal for the vehicles so we're stuck on foot." Aelita announced.

"That's okay. I could use the exercise anyways. Haven't been able to stretch my legs on Lyoko for some time now." Geoff stretched his legs. "I feel like a couch potato for sitting out on all the recent fights, including that fight with Shadow, the whole travel through the World Wide Web to save an entire universe and then when Nephilim first reared his ugly head."

"Yeah well after all that I could use a vacation." Heather said as they started sprinting through the tall grass.

"You're not alone on that subject, Heather." Gwen commented. "Take it from me, Geoff, you start to feel really tired of going through all that."

"Well we're here now, girl so you don't have to shoulder the entire load alone anymore." LeShawna said with a reassuring smile. "With us back we can take down anything XANA sends our way."

"Speaking of which, Noah are there any monsters or generals waiting for us?" Bridgette asked.

"_That's the odd thing, there's nothing at the tower._"

"Nothing? Not even anything strange looking?" Cody asked.

"Could be a trap waiting to be sprung when we get there." LeShawna gripped her hammer. "I'm ready for it."

Aelita pushed the tall bushes away and spotted the activated tower sitting in a clearing, surrounded by tall grass. "The tower's right."

"Let's play it smart." LeShawna stepped out with her hammer clutched in both hands.

The rest of the group following LeShawna's actions, stepping out of the bushes with their weapons out and warily looking around for any sign of an attack.

Izzy changed into a tiger and started sniffing the ground and then the air. "It's quiet…maybe too quiet."

"Thanks for stating the obvious." Heather muttered.

"I'm really nervous. There should be a general here by now or gigantic monster jumping out to attack us." Bridgette stated.

"I'm ready for it." Geoff clutched both chakrams.

"They might be waiting for me to enter the tower. Cover me." Aelita whispered as she crept forward with Cody right behind her.

Walking slowly towards the tower Aelita looked left and right while Cody pointed his pistols in almost every direction.

"This is not normal, even by XANA's standards." Cody commented. "No one's around. Where's the giant monster and gang of generals waiting to attack us?"

"No signs of an enemy. No generals or monsters guarding the tower." Aelita remarked.

"That doesn't make sense. Even if XANA can't bring a full cavalry in there ought to be a few generals." LeShawna said. "It makes no sense."

"Whether it makes any sense or not I have to deactivate the tower." Aelita stated as she walked forward.

Everyone watched as Aelita walked into the tower.

Xxx

Sparx fell to one foot as another laser hit her in the shoulder. She and Lord Fear had taken over fifteen Hornets but there were still too many. Lord Fear himself was not down any better as he staggered from a hit to the chest.

"I refuse to end like this." Fear growled as he blasted another Hornet. He would have fired another blast but two more Hornets shot him in the back, forcing him onto his knees. "GAH!"

"Your Lordship!" Staff Head cried out.

Sparx panted as her imaged became fuzzy. "Could really use you here…Ace."

Xxx

Aelita walked to the center of the platform as it lit up and flew up to the second platform.

Xxx

The Hornets surrounded Sparx and Lord Fear, charging their lasers.

Xxx

Aelita landed on the upper platform and walked over the interface.

Xxx

"It looks like its end, bonehead." Sparx remarked with a sad smile. "I'll see you in the next dimension."

Lord Fear groaned. "Where is that costumed clod hero, anyways?"

"Waiting for us in the Sixth Dimension." Sparx sadly answered.

Xxx

Aelita placed her hand on the interface.

**Aelita**

Xxx

The Hornets prepared to fire.

Xxx

**Code: Lyoko**

Xxx

Suddenly the Hornets froze and then disappeared, leaving a shocked and speechless Sparx and Lord Fear confused but happy to be alive.

"O-kay." Sparx slowly said. "Did we win?"

"It appears so." Lord Fear commented.

Xxx

Noah hit the key. "Return to the Past now."

Xxx

The world was engulfed in a sphere of white light, rewinding it all back through time.

Xxx

**Sixth Dimension  
Googler's Big Top**

"So, has my demonstration met with your approval?"

"It is…interesting." Kilobyte remarked, having watched the entire spectacle through a floating screen that XANA provided him. "To think mortals were capable of creating such technology. I never considered such advanced technology being created, even if it is a mortal that created this entire world and myself included."

He had watched as XANA had literally materialize Hornets into the real world, having them attack Lord Fear and Sparx who for some reason were in the country of the mortal world called France while a group of mortals were digitized through scanning devices into the digital world known as Lyoko, given weapons and powers that were on par with Lightning Knights and other denizens of the Sixth Dimension. And then when the pink haired female deactivated the tower the supercomputer released some sort of energy wave that somehow reversed time itself to before the attack started without the attack happening again. Despite the fact that he was created by a mortal he did not believe any of the other mortals were capable of creating such a dimension aside from his own. It was now obvious that Lyoko, despite being somewhat plain, had as much if not more potential than the Sixth Dimension and the being known as XANA was as dangerous and powerful as he was. While Kilobyte would be against allying with a power that could be a potential danger to him the opportunity of a chance to escape the Sixth Dimension with new powers was too great a chance for him to pass up.

So in the interest of continuing his plans he was at the very least open to listening to what this XANA had to offer him.

"I thought the same when I discovered this world by piggy backing on the signal used to control those poorly designed digital constructs that attacked you." XANA replied through one of his Hornets. "Regardless, I demonstrated my abilities and if you had wished I could have eliminated those two quickly."

"Perhaps but they are more useful to me alive for now. And the mortals you face, they gain powers when they enter your dimension." Kilobyte commented.

"The system was designed to give humans avatars with weapons and powers to defend themselves based on their mental profile. It was not necessary to send out any of my creations to delay them due to the fact that it was all a demonstration." XANA continued.

"You mentioned a business proposal." Kilobyte recalled.

"I presume you see to establish yourself as the dominate force of the human world and subdue its population." XANA assumed and Kilobyte nodded. "And you are having difficulties due to the efforts of an outside group."

"Just like you. I see the similarities." Kilobyte said with an amused look on his face. "Are you suggesting…a partnership?"

"If we were capable of achieving our objectives we would have done so by now. We both have recourses that could be pooled together and since our enemies are now located in the same city it is logical to share…valuable intelligence." XANA explained. "It is logical to presume your enemy is working to destroy you or ensure you are not a threat by keeping you trapped here."

"And I assume your enemy is attempting to do the same to you." Kilobyte retorted, looking at the Hornets. "What do you suggest?"

"A sharing of resources will allow us the advantage and give us the opportunity to disrupt our enemy's plans. So, do we have an accord?" XANA questioned.

"It would be wise for the hunter to team up with another hunter when faced with multiple predators. Though I am cautious as we have just met." Kilobyte remarked, even a grin appeared on his face. "We need to discuss the terms of our…partnership."

"Then let us discuss the terms." XANA sounded pleased.

The two super powered digital beings began discussing the terms of their agreement and plan to destroy the human world.

Xxx

**Former Schaeffer Residence  
Rick's New 'Fortress of Solitude'**

"What was that flash of light just now?" Rick asked out loud.

"**The Return to the Past program was activated, meaning that XANA's attack must have been enough to cause chaos throughout the entire city.**" Lyon answered.

"Return to the Past program? That's impossible! You can't travel back in time!" Rick exclaimed.

"**And yet you created a program that could bring characters from a video game to life.**" Lyon dryly pointed out.

"And how is time travel possible?"

"**Through the use of a quantum computer.**"

"What?"

"**A quantum computer, capable of running numerous calculations at a level no human mind could hope to compete with. Time Travel was thought to be impossible until the very first ever made quantum computer was discovered to be creating a powerful energy wave that literally allowed anyone to go back in time.**"

"How can a computer that advanced exist without anyone knowing?" Rick was having trouble wrapping his mind around the very idea of it.

"**The sheer complexity that a quantum computer is capable of is still a mystery but it was soon realized that not only could it send someone back in time but they energy released also double the computer's processing power. What my colleague didn't intend was for a special program he created to become sentient from the return trips. He forced this program to evolve, solving the most complicated equations, not realizing he was forcing it into sentience.**"

"This XANA you mentioned?"

"**A multi-agent system, a program capable of multi-tasking to a level it's possible that it could run an entire city. XANA gained sentience and now he's turned on his creators, becoming a threat to the entire planet.**"

"And I thought I had issues with Kilobyte…If XANA was the one who saved Kilobyte then why?"

"**Perhaps because XANA might have found himself…an ally. From what I have seen this Kilobyte has similar abilities to XANA, able to affect the real world in ways that no other program is capable of.**"

"Yeah, I modified Kilobyte to be able to absorb energy, upgrade anyone he chooses, and he can even mutate anyone who takes on his powers." Rick nodded.

"**Then XANA will have found a way to affect the real world without being limited. That is no doubt the reason he sought Kilobyte out.**"

"What do we do?"

"**We must pool our own resources together and stop them before they become too powerful.**"

Xxx

**Airplane  
Cargo Hold**

"GAH!" The Rat jumped as he saw the bottom door of the cargo hold and spotted mortals coming up to take the bags.

He quickly hid and watched as they took the bags off and loaded them onto a ramp that loaded drove off and took them into the airport. The Rat slowly crept forward, making sure to avoid being seen and slipped onto the luggage that was being taken into the airport.

"I better find a lot of cheese after this."

Xxx

**France International Airport**

"We're here, Mark old boy. Now why don't you stay with the bags while I g and get our luggage?" Simon asked once he and Mark left the Terminal.

"Sure." Mark nodded, planning to take advantage of his moment alone.

Simon smiled as he walked off to find the luggage and when he was gone Mark pulled out his phone and dialed a certain number. He listened to it ring before the person finally answered. "_Yo kid, it's about time you called._"

"Sparx, what are you doing here? I saw you just as the plane landed." Mark said, keeping a wary eye out.

"_It's not like I planned to follow you around the world. Ten whole hours watching this plan with only a certain bone-man for company._" Sparx retorted.

"You mean Lord Fear? He's here too?" Mark asked, now sounding more worried.

"_Yeah, I came to the other airport to see you off but I spotted bonehead following you and I followed him. We've been watching each other since we left town and to be honest I think he's looking for someone._"

"It can't be me. I don't have a piece of the Amulet." Mark looked around, now feeling the familiar paranoia that he usually felt back in Conestoga Hills. "Why would Lord Fear come all the way here?"

"_I have no idea, kid but it's been a long ride and I'd like nothing more than to power down for a bit. I've never rode that long before and if we're lucky bonehead will be just as tired. You know a place I can power down for a bit?_"

"Sorry Sparx, this is my first time in France too. You might be on your own until my dad and I settle in." Mark said apologetically.

"_I figured as much. Just keep an eye out for Fear, kid. He wouldn't have taken trip all the way here just to relax on the beach._"

"I got it. Good luck Sparx and I'll call you as soon as we're settled in and figured this out. Any word yet on Ace?" Mark asked.

"_Nothing yet. I haven't been able to talk to Chuck since we left._"

"Yeah well don't worry. I promise that I'll messenger Chuck and see what he knows. If Lord Fear is here then Ace needs to know." Mark nodded.

"_No doubt about it, kid. Good luck._" Sparx hung up.

Mark did the same just as father came with their luggage. "All righty then, we better leave and go check in."

Xxx

**Outside Paris Airport**

Lord Fear and Staff Head were watching the entrance of the airport, looking for any sign of the science teacher. The Doom Wagon had been parked inside a building that housed vehicles so no mortal would spot them in the air and it helped that Sparx couldn't find Lord Fear since the Master of Terror had given her the slip.

"He has to come out some time."

"What about the Rat, my lord?" Staff Head asked. "Do we just leave him?"

"The Rat will find his way out. His keen senses will allow him to sniff out the teacher should he slip by us." Lord Fear answered, watching the entrance closing while sticking his neck out. "The teacher won't slip past us."

Xxx

The Rat was not having a good day.

He had been stuck in the cargo hold of the plane for such a long time, he was cold, almost deaf, and he just wanted to go home. Now he was on some sort of conveyor belt and he was quick to his wings that felt numb after not being used for so long. Now he was stuck wondering through a restricted section of the airport as he tried to look around. If he had stayed with the luggage he'd probably been seen as the luggage was taken to be found by its owners.

"Why me?" The Rat groaned as he tried to find his way out but everywhere he went there were mortals that luckily did not spot him. "Why is it always me?"

He looked up and spotted an air vent.

"Bingo."

Xxx

**Sixth Dimension  
Cowboy Crossroads**

Ace Lightning remembered enough of the Sixth Dimension to be on high alert for anything, especially in this part of the Carnival of Doom. The Cowboy Crossroads was littered with the worst outlaws, bounty hunters, and criminals the Sixth Dimension had seen outside of Lord Fear and his gang. The criminals did not entirely answer to Lord Fear alone but in return for staying in this part of the Carnival they agreed to fight off any intruders or follow up on a bounty so as long as Fear promised to pay them. Ace would have preferred another route but he had to go through this place if he wanted to reach Lady Illusion's mansion on the other side of the Carnival.

But that did not mean he had to like it.

"This place is just as rundown as ever and if Kilobyte's now in charge it'll probably be worse." Ace said, standing at the entrance.

He would have to be extra careful now if Kilobyte was watching him and waiting for him to show the way back into the real world. He couldn't let Kilobyte back into the real world, no matter what the cost.

"Looking for someone, Ace-y?"

Ace stopped and watched as a giant stone golem dressed like a cowboy walked out onto the dusty road between the houses and looked at Ace with a sinister grin. "Giant George Wayne."

"Nice to see you again." The golem replied with a chuckle.

Giant George Wayne was known as the strongest of the outlaws of Cowboy Crossroads and was an associate of Dirty Rat.

"I still remember having Sparx in my sight when you two were last here. You escaped me and that's a real bummer." Giant George Wayne took a step forward.

"Stay back, Wayne. I'm not here to pick a fight with you or any of the other vagabonds here." Ace stated, but prepared to fire a lightning bolt.

"Oh but I'm looking for a fight and so are a few friends of mine." Giant George Wayne stated as he cracked his knuckles. "And so are a few friends of mine."

Just as Giant George Wayne took another step forward a hand sprouted from the ground in front of a nearby saloon and the creature climbed out onto the ground.

"Yee-haw! Rotgut's ready to play some music partner!" Rotgut took his hat off and waved it around before seeing Ace. "Oh lookie here! It's that nice guy who called me 'Walkin' Dead'! How's it goin, partner?"

Rotgut wasn't the only zombie to crawl out of the ground as all over the dusty road zombies crawled out of the ground and surrounded Ace.

"This isn't good." Ace muttered as he looked around.

"Well, let's have some, Ace-y!" Giant George Wayne cackled as he stepped forward.

Xxx

**I know it's late but Happy New Year.**


	4. Chapter 4

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Life in France**

Mark and Simon finally found their entire luggage and were now walking out of the airport. Mark looked around, just in case trouble was about to rear its ugly head.

"Better hurry, Mark. We've got to get a taxi or bus and hurry up towards the hotel." Simon said, stopping at the side walk and waved his hand out.

Mark looked up to see if he could see Sparx or Lord Fear were fighting in the air and thankfully he didn't see anyone. A bus stopped in front of them and they quickly stepped on after putting their luggage in the bus's cargo hold. Once Mark sat down and the bus started moving he looked out the window and saw Sparx following the bus. He was thankful that she was doing it discreetly since Paris had a lot more people than Conestoga Hills.

Now they just needed to know what Lord Fear was up to.

Xxx

"Ah, the side kick has left the building…but no teacher." Fear grunted as he watched Mark get onto a bus that left the airport a moment later.

"Perhaps they already hid my lord." Staff Head suggested.

"The Rat better not have lost him." Lord Fear grumbled.

Xxx

The Rat peeked his head out into the lobby of the airport and sniffed the air. The place was littered with the scent of mortals but the Rat's enhanced smell picked up one unique smell.

"There he is." The Rat grinned evilly as he spotted Cheseburough walking to the door. "Trying to sneak away."

The Rat crawled back into the air vent and flew up, busting through a vent at the roof of the airport and spotted Cheseburough getting into a car.

"There he goes." The Rat then looked around. "Boss! You around here? Boss!"

Across the street Lord Fear heard the Rat and stretched his neck out to see him on the roof. "Ah, at last we are getting results."

Lord Fear carefully brought the Doom Wagon out and flew up to the roof of the airport.

"Boss! I found him!" The Dirty Rat pointed in the direction the car went. "He went that way."

"Then show me the way, my faithful minion." Fear stated with a grin.

The Rat laughed as he flapped his wings and flew after the car Cheseburough was in with Lord Fear right behind him.

The chase was on.

Xxx

Ace grunted as he blasted another zombie away and spun around to slug one that was trying to sneak up behind him. That was the last zombie besides Rotgut and he wasn't Ace's top concern at the moment. Ace jumped, flipping back through the air as he narrowly avoided being flattened like a pancake by Giant George Wayne and settled into a boxing stance.

"Ready to eat dirt, Ace-y?" Giant George Wayne snickered.

"That's funny coming from a walking boulder." Ace remarked.

Giant George Wayne growled and raced towards Ace, rearing back a giant stone fist to smash Ace into the ground with but the Lightning Knight had long anticipated that move. Ace flipped back, dodging the punch and leapt up to deliver a kick to George's face with enough strength in the kick to knock the giant stone cowboy down onto the ground, landing on his back with a loud thud. Giant George Wayne let out a groan as he struggled to get back while Ace jumped up, falling towards George with fist charging with electricity. George rolled out of the way and Ace's fist hit the ground, creating a giant crater from the discharged electricity.

Ace jumped back as George stood on his feet, the giant rubbing his face and grunting as he glared at Ace. The cowboy/golem was now done with witty banter and just wanted to pound Ace's face in and he proved his intentions by letting out a loud roar and charging at Ace. Knowing he couldn't overpower George in a head on fight Ace resorted dodging the giant's fists and then jumping onto one arm, running up the shoulder and jumping onto the back of George's head. The giant tried to shake Ace while the leader of the Lightning Knights plunged his hands into Gearge's head and released a blast of lightning that traveled through the giant's body.

George let out a shout as the electricity burned him from the inside and fell over as soon as Ace was done and jumped off his back. The giant fell over, hitting the ground again and kicking up dust. Ace walked over and carefully looked down at the cowboy dressed golem, seeing him down and too weak to continue on fighting.

"I have a message I want you to send to the rest of the scum hiding out here. Stay out of my way and we won't have trouble like this." Ace stated as he turned around.

"You'll…never make it…We know…Who you are looking for…That spider witch Illusion…" Giant George Wayne grunted as he glared at Ace's back. "Kilobyte's put a price on her head. Everyone's looking for her. You won't get far. You'll have to go through each and one of us."

"So be it." Ace whispered as he started walking. "I won't let you, Kilobyte, or anyone else hurt her again."

"One day…" Giant George Wayne raised his head. "One day we will finish this Ace Lightning! You and the other Lightning Knights are finished! Kilobyte won't stop until the mortal world is ours and you have no idea what's coming!"

Ace stopped and looked back at George. "What do you mean?"

"There's a new force in the Sixth Dimension, one nothing like you've ever encountered before. Our time will come and when it does you'll wish you had never been a hero." George snickered evilly. "The flames of war will engulf this world and the mortals!"

Ace had enough when George started laughing and blasted him with a bolt of lightning, knocking him out. "…We'll see."

As he started walking he could not help but wonder what powerful force had arrived in the Sixth Dimension and what did it spell for him and his friends.

Xxx

The hotel Mark and his father were checking in was a very decent one as the room they were given had a single bathroom with a shower, two beds, a TV with over a thousand channels, and a decent balcony where one could see most of Paris. Mark told his dad he was going to step out onto the balcony which his father took without any suspicion as the man went and ordered room service. Once on the balcony Mark looked around for any sign of Sparx and instantly heard the sound of the engines on the Lightning Flash humming.

"Hey kid." Mark looked up and saw Sparx hovering above the balcony on her Lightning Flash before jumping off and landing in front of Mark. "Nice place. Pretty cosy."

"Careful Sparx, If my dad or the hotel staff sees you-" Mark cautioned but Sparx waved his concern off.

"Yeah, yeah, I know kid. But we have a bigger problem." Sparx stated, getting Mark back on track.

"You said Lord Fear followed me and my dad here. Why would he do that?" Mark asked.

"Wish I could tell ya, kid. I lost the bonehead when I was looking for you but if he was looking for you he would have followed that bus you were on." Sparx shrugged as she stretched her legs. "Man, that was a long trip. How do you mortals handle a flight that long?"

"You get used to it with experience." Mark answered with a small smile.

"Yeah, I'll took short rights to the Carnival and fights with baddies over that." Sparx shook her head. "You can keep in touch with Chuck, right?"

"Yeah. We can talk back and forth since this place has Wi-Fi. Sparx, if Lord Fear is here do you think he's going to try and bring his gang back?" Mark questioned.

"He can't do that without the Amulet, kid. And it's scattered in pieces back at the Carnival." Sparx answered. "Whatever he's doing here though it must be big. I mean he followed half away around the mortal world."

"Except I don't have any pieces of the Amulet. We left town before I try searching the Carnival." Mark replied.

"Yeah, I looked around myself but found nothing. I wonder if the Amulet was scattered to places outside of the Carnival when Ace and Fear took out Kilobyte." Sparx sighed as she leaned against the railing.

"Speaking of Ace…" Mark trailed off.

"Haven't heard so much of a bleep, kid." Sparx sighed. "What does he think this is? A game?"

Mark shifted uncomfortably on his foot at the mention of the word 'game'.

"He got himself sent to the Sixth Dimension to find Lady Illusion which is all fine and dandy but what about us? He leave us hanging to chase Fear around the globe without so much as an explanation." Sparx grunted.

"It's complicated, Sparx. Relationships always are." Mark offered.

"And what good are they if Ace accidently brings Kilobyte back?" Sparx sighed. "You noticed it haven't you? Ace hasn't been himself since that night."

"We can't blame him, Sparx. He has human emotions now, he can feel just as we do and when we lose someone we care about it takes time to heal." Mark stated.

"I guess so but we still have a problem." Sparx stood up.

"Do you know where Lord Fear went?" Mark asked.

"I lost him trailing you, kid. Like I said if it's not you he's after it must be something else." Sparx turned and faced Mark. "The question is what could be all the way out here that bonehead would want badly enough to fly for ten straight hours. He followed your plane, Mark, and I thought for sure he might have been chasing you."

"Maybe he still thinks Ace is looking for him and tried to find a place far enough to hide." Mark reasoned. "It could be a coincidence that he followed the plane I was on."

"Nah, Fear's a coward at times but he wouldn't travel so far away from the Carnival just to hide." Sparx shook her head. "He's looking for something that must be really big to come all the way here but I have no idea what it could be."

"So what do we do? I might have some free time now and then when my dad's not taking me around to see Paris but it's a big city, Sparx. Fear could be anywhere." Mark stated. "And what about you? There's no way you can stay here because the room's not big enough to hide you or the Lightning Flash. I don't know where you can hide out where no one will see you."

"Don't worry about me, kid. I'll find a place to hide out and recharge and I'll call you when I do. In the meantime you just be on the lookout for anything weird." Sparx said confidently with her signature smirk appearing on her face. "Let's just hope Fear doesn't do anything to ruin your little vacation too badly."

"You and me both, Sparx." Mark looked over his shoulder as he saw the door to the room opening up and his father walking in. "My dad's back."

"I'm outta here then. See ya around, kid." Sparx said as she jumped back onto the Lightning Flash and took off.

Mark watched her fly off into the night, wondering what might happen to him here in France.

Xxx

"So this is how it works?" Rick asked as he looked over the many programs on the computer screen.

"**Yes. The towers act as a buffer to control and limit the danger of these programs but with a human hand guiding these programs the only limit is your imagination.**"

"This is perfect. I can use these towers to handle Kilobyte and take back the Sixth Dimension." Rick said with an eager smile on his face.

"**Be careful, Hummel. XANA is not a random program to be underestimated. No doubt by now he's set up firewalls around the Sixth Dimension to ensure you don't disrupt whatever he's planning.**"

"Then it's a good thing you showed me the restricted section of this computer and now I can make sure neither Kilobyte or XANA take anything from me again. It's a good thing I kept a back-up record of all my programs." Rick said as he brought up the image of one of his creations. "This will work just fine."

"**What's your plan?**"

"Sparx and Lord Fear are in France for a reason but it can't be because of me. I know Kilobyte doesn't know where I am and even if he did he wouldn't talk to Fear or Sparx. That means there is another reason they are here but it doesn't matter. Once they see what I've got they'll fold and work for me." Rick explained confidently.

"**And why would they work for you?**"

"Fear will do anything for power and if I offer him the power to defeat Ace and Kilobyte he'll accept without any hesitation. As for Sparx, I can just reprogram her when I capture her." Rick reasoned.

"**Like I said be careful. It's not just Ace, Kilobyte, or XANA you have to be on the lookout for. There is still another group that has yet to come into play.**"

"Those kids on that reality show helping this girl stop you? I still find it hard to believe even if two kids were helping Ace ruin my plans." Rick remarked.

"**Well believe and don't underestimate them. The girl has fought XANA longer than these brats have yours have been fighting your game and with each battle they only grow stronger. No matter how skilled you are if you underestimate Aelita Schaeffer you will suffer the same fate many have shared who all underestimated her.**"

"I made a mistake with Ace Lightning and his sidekicks but I won't make the same mistake again." Rick said with conviction in his voice.

He lost control of Kilobyte due to his overconfidence and because of the lightning storm that knocked out the power to his systems when he upgraded and released Kilobyte, losing control of his creation and almost ended up trapped forever in the Sixth Dimension because of it. He wouldn't make that mistake ever again and he would make sure Kilobyte and his other creations never rebelled against him again because he was the master.

The Master Programmer.

Xxx

Scanning Lyoko for anything odd was pretty much a daily ritual for Aelita when she had a spare or when the day was over. Each time she scanned Lyoko it was for the purpose of making sure that none of her programs had been tampered with and none of the data was corrupted. That had happened too many times before and each situation was a little too close for Aelita's comfort. Especially in the wake of the last few battles the group had been through.

What really stood out was the time she and the others met a program from another area of Cyberspace that was under attack by XANA and they all worked together to save an entire digital universe. And then after that the warriors were faced with an AI created by a madman who helped create Project Carthage and tried to finish his work by destroying Lyoko to make sure nothing destroyed his work ever again. The battles had been hard and costly as they had lost three warriors, two with their memories of battling evil digital entities to save the world and the third having destroyed himself to save Lyoko. It had only been a few days but they were all still grieving a bit but they managed to pull themselves together for their sake and for the sake of the entire Earth.

However tonight Aelita had a different reason for scanning Lyoko.

Earlier today a tower had been activated and as usual she and the Total Drama contestants that had volunteered as the new Lyoko Warriors arrived to deactivate it. But the strange thing was that there were no monsters or Generals waiting to stop them and there was no news of anything strange happening at the time. Granted XANA had tampered with the city's power systems so finding out what was going on when power grid was fluctuating was hard but considering that almost of XANA's attacks were focused on taking her and the others out it shouldn't have been hard to figure out what he was up to.

The only problem aside from the activated tower there had been no evidence of XANA attacking at all.

'What are you up to this time, XANA?' Aelita wondered. 'You had several days now to lie low after the battle with Nephilim and Lyon but knowing you you should have next had plenty of time to plan out your next attack. Are you testing our resolve now?'

Xxx

Horace Cheseburough sighed once he was in the taxi and took his hat off, believing he was now safe from authorities and…aliens.

"Where to?" The driver asked.

"Kadic Academy in Boulogne-Billancourt." Cheseburough answered and the driver drove the taxi away from the airport a second later.

He had a friend there who would be more than happy to hire him on as an assistant teacher where he could get some money and a decent apartment to hide in while he settles down and hides away from the world.

A world without aliens coming to probe him for his scientific knowledge.

A world without some annoying student with a British accent making his life miserable by being friends with the aliens and letting him get captured by said aliens.

Just a normal world.

As the taxi drove through France a certain flying rat snickered as he chased after the taxi followed by Lord Fear on the Doom Wagon.

Xxx

It was getting dark at Kadic Academy as the taxi drove up to the front gates with a grey haired woman and wearing a lab coat and glasses watching as Mr. Cheseburough got out of the car after paying the driver.

"Welcome, Horace. I must say I was surprised to get your call." Suzanne Hertz greeted with a smile.

"Yes well, things have gotten a little stressful back in America and I felt it was time to…broaden my horizons." Cheseburough said with a nervous smile.

"Well I informed Jean Pierre and he's expecting you. We have a room for you to sleep in and there will be an interview tomorrow." Mrs. Hertz said as she and Cheseburough walked onto school grounds. "Until then welcome to Kadic Academy."

"Thank you, Suzanne. It's nice to have some good friends." Cheseburough nodded with a grateful smile.

Xxx

"Ha…So this where he is hiding. Another school." Lord Fear murmured with a smile as he spied Cheseburough walking the large school. "A simple place to hide but perhaps that was the idea. Hide out in the open where no one would think to look."

"In that case it failed hasn't, your lordship?" Staff Head stated with a smile.

"Indeed but he no doubt has contacts to keep in touch with Lightning's sidekick. So we must be cautious and wait to reveal ourselves. We will stick close to the mortal and observe his movements." Lord Fear looked at the Rat. "You will watch him my faithful rodent while I see out a proper residence to rest at."

"Ah come on, boss. I haven't had a chance to rest all day." The Rat complained.

"A quick knock out might be in order then." Staff Head said, powering his glass.

"Okay! Okay! I'll watch him!" The Rat cried as he flew after Cheseburough and Mrs. Hertz.

"Well done my loyal staff. Always the motivator." Lord Fear chuckled along with his staff. "Now let us find a place to rest our feet."

He turned the Doom Wagon away from Kadic Academy and softly flew away from the school, looking down at the surrounding area. After a half hour of looking around Lord Fear spied a lone house in the forest that was isolated enough for him to hide without anyone coming around.

"This will do." Fear said as he landed the Doom Wagon behind the house.

"It's a dump, my lord." Staff Head stated.

"Yes but it will be perfect for a temporary headquarters." Fear said as he opened the back door.

The interior of the house was dusty and dirty and if not for the necessity Lord Fear would have walked away in disgust. But what caught the Master of Terror's attention was the small piano in the corner of the room.

"Ah, a small comfort." Fear stated as he walked in. "Though it could use some improvement I suppose it will have to do for now."

Xxx

….

….

…

**Accessing Lyoko System**

…

…

…

**Access Tower F-07**

**Yes/No?**

…

…

…

**Y-E-S**

…

…

…

**Inputting Data Into Tower**

…

…

…

**Activate Tower F-07**

**Yes/No?**

…

…

…

**Y-E-S**

…

…

…

**Tower Activated**

**Buzzbeast Program On-Line**

**Candy Floss Program On-Line**

Xxx

As Lord Fear sat down and began playing the piano the telephone wires connected to the Hermitage pulsed with electricity.

Xxx

Finding a place to hide out in such a large city but Sparx wasn't going to let a slightly larger number of mortals slow her down. Slowly but carefully she searched the city for a place to hide out and recharge for an hour before luck seemed to finally smile upon her.

"This looks like a good place to hide out." Sparx smiled as she flew the Lightning Flash into an abandoned factory built onto a small bit of ground in the middle of the river.

The place was abandoned and isolated so Sparx didn't have to worry about anyone coming here to check up on the place. It had a decent view of the sky and there were so many electronics here. Sparx hopped off the Lightning Flash and landed on the ground, taking a chance to stretch her feet before she started looking around. There were tons of machinery on the ground level and to Sparx's delight there was a transformer like the one at the Lightning Tower near the conveyor belt.

"Sweet!" Sparx said as she held out her sword and charged up, seeing that the transformer still had power in it. "Great. This place is perfect. What should I call it? Hm….How about the Lightning Fortress?" With no one around to argue with her Sparx pumped a fist into the air. "Then it's settled, Lightning Fortress it is!"

While Sparx was celebrating the newly named Lightning Fortress electricity started to pulse through the wires.

Xxx

Aelita groaned as she sat up on her bed when she heard a familiar sound from her laptop.

The sound of an activated tower.

Xxx

"This piano is out of tune!" Lord Fear grumbled as he slammed his hands on the piano's keys. "And Duff is not here to fix it!"

"It's okay my lord. We'll find a new piano." Staff Head said to comfort his master.

Any further conversation was cut off as a loud banging sound was heard outside.

"Who dares to interrupt me?" Lord Fear grunted as he picked up his staff and walked towards the door.

Upon opening the door he was greeted with a surprising sight.

"Who in the Sixth Dimension is that?" Staff Head gasped.

The person in question was a young humanoid looking woman dressed like a gothic punk or motorcyclist. She wore a pink helmet on her head with four curved pink spikes resembling a Mohawk while looking bald. She wore black underwear that showed off most of her lower torso which had several tattoos and wore a purple sleeveless jacket over a black top with frilly pink accessories. Covering her legs were ripped pink and white striped stockings with black and purple spiked boots and on her right arm was a black spiked glove while on her left arm was a black spiked wrist band.

She had a pair of sunglasses on her head and on her back was a large pink and yellow bag while in her right arm was an archery bow that was yellow in the center with pink and yellow stripes covering the end.

"The name's Candy Floss you walking stick." The woman said with a grin as she took out an arrow with a lollipop at the end. "And I'm about to make you very unhappy."

Xxx

Sparx was about to power down for the night when a banging sound shook the factory. "Huh? Now what?"

The banging sounds got louder and Sparx suddenly realized they were footsteps meaning that something big was coming her way.

Pulling out her sword Sparx readied herself. "Okay, I'm here. Come and get me!"

What came out of the corner of the room let out a loud screech that echoed throughout the factory.

"What the…I know you!" Sparx's eyes narrowed in recognition.

It was a creature that resembled a dinosaur of sorts. It was covered in green scales, had an enormous mouth with sharp teeth, yellow eyes and brown spikes sticking out of its cheeks. It had raptor legs with spikes and sharp toes at the end of its feet and a circular saw at the end of its long tail and there was even a larger saw built into its head.

"You're Buzzbeast!" Sparx exclaimed as the monster let out a roar and lunged at her.


	5. Chapter 5

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Worlds Collide**

The moment Buzzbeast roared and leapt at her Sparx was already on the move. She jumped, twisting her body through the air and landed perfectly on her feet as Buzzbeast slammed its feet onto the ground where she had been standing previously. Sparx pulled out her sword and leapt onto Buzzbeast's back, slashing at its skin which caused the cybernetic lizard to let out a roar and shake its body to knock the troublesome Lightning Knight off its back. Sparx spun her body and landed gracefully on her feet before pointing her sword at Buzzbeast and firing a bolt of lightning.

The bolt hit Buzzbeast in the face between the eyes, earning a scream from its mouth as it staggered back. It's back slammed into the wall while its bladed tail left deep scratches on its surface as it shook off Sparx's attack. Buzzbeast curled itself into a ball as the giant saw in its head started spinning and rolled towards Sparx like a giant bowling ball, leaving a deep gash along the floor from its spinning saw. Sparx gasped as she jumped to the left, barely avoiding Buzzbeast as it rolled past her but turned to run her over.

Sparx quickly whistled for her ride. "Lightning Flash, to me!"

The Lightning Flash flew down and Sparx jumped onto it, barely avoiding getting run over by Buzzbeast who uncurled itself and growled at the airborne Lightning Knight who pointed her sword and fired another lightning bolt at it. Buzzbeast let out a roar as the blast slammed into its face, looking more enraged than hurt by the attack. As it roared its eyes momentarily morphed into the Eye of XANA, showing that it was currently under XANA's control.

"What does it take to knock you down?" Sparx groaned as the mechanical dinosaur let out another roar. "Right, why ask?"

Buzzbeast leapt onto the wall, digging its metal claws in and using them to climb up the wall.

"No you don't!" Sparx fired another lightning bolt but Buzzbeast jumped off the wall, curling back up into a ball with its giant saw spinning again as it slammed into the Lightning Flash. "GAAAAAAAAAAHHHHH!"

The Lightning Flash flew into the wall on the other side of the room, exploding in blast of light and data while Sparx fell onto the ground with a loud grunt. Groaning softly as she ran a hand through her hair, Sparx looked up to see Buzzbeast land on the ground with a loud thud, uncurling itself and letting out a victorious roar.

Grunting Sparx managed to stand up, grasping her sword tightly with both hands. "You want some more? Come and get me!"

Accepting her challenge Buzzbeast rushed forward, roaring loudly as its feet shook the ground of the factory with loud stomps while its main saw spun wildly, seemingly eager to cut its master's opponent in two.

Xxx

"Nowhere to run, Sparx." Rick laughed, seeing the battle in the factory through Buzzbeast's eyes. "No one's beyond my control."

He turned to the second window showing the battle with Lord Fear.

"No one."

Xxx

"You dare threaten Lord Fear?" Staff Head questioned, glaring at Candy Floss.

"Threaten? I don't threaten you walking stick. I just break, preferably the jaws of anyone in my way." Candy Floss answered as she pulled out an arrow with a heart as the arrowhead.

"A quality I admire." Lord Fear admitted as he pointed Staff Head at Candy Floss. "However, my sense of admiration does not interfere with my sense of anger to anyone who defies me!"

Staff Head's glass orb glowed orange and fired a beam of orange energy at the newly arrived entity. Candy Floss cart wheeled to the side, firing her arrow as she flipped through the air at Lord Fear who ducked his head under the arrow, leaving to fly into the house as he jumped off the porch, firing another blast at Candy Floss who dodged by ducking and rolling forward as she pulled out another arrow. She jumped up, pulled the arrow back against her bow and fired at Fear who blocked with Staff Head.

She jumped at Fear, somersaulting through the air to deliver a double kick to his chest, knocking him back as she landed perfectly on her feet. Growling in anger Fear stretched an arm forward and grabbed Candy Floss's bow, pulling it and its owner forward before firing a blast of Staff Head that hit Candy Floss in the chest and knocked her down.

"Ha! I believe that will show you what happens to anyone who challenges me!" Lord Fear cackled as he walked forward.

His confidence was not misplaced as a single blast from the upgraded form of Staff Head's plasma blast would have been more than enough to take down anyone, even Ace Lightning. However what Lord Fear did not know was that Candy Floss had a power keeping her from being blasted back to the Sixth Dimension and it showed when her image fizzled but came back into focus.

She jumped back onto her feet and stretched her limbs. "Ah that feels much better." She grinned at the shocked look on Lord Fear's face. "What's the matter? You look like you've seen a ghost, bonehead. Or maybe you've never seen a girl like me before."

"How did you survive? Not even the strongest Lightning Knight could have withstood that attack." Lord Fear growled.

"Maybe your age is catching on, old man." Candy Floss commented with a chuckle.

"I'll have you know that his lordship is young for his age. Three hundred is the new one hundred and fifty!" Staff Head retorted.

"Enough!" Lord Fear shouted as he pointed at Staff Head. "You will answer my questions or I will fill your world with sheer terror!"

"Oh, I'm shaking in my boots." Candy Floss grinned as she pulled out another arrow.

Lord Fear growled as he fired another blast.

Xxx

"XANA just launched an attack yesterday and now he sends another. It's official; he wants to screw with us a bit for what happened in the City Sector." Geoff grumbled as the rest of the Lyoko Warriors ran through the forest, taking a short cut to the park to meet with Aelita. "When I get my hands on his digital body the next time I see him I'll-" He stopped and yawned, rubbing his eyes to keep them open. "You know."

"Message received, Geoff." Trent said, yawning like Geoff did.

"If you babies are done wining can we hurry up and get this over with? I have my own beauty sleep to catch up with." Heather grumbled.

"I don't think any kind of sleep can fix that face." Gwen muttered and chuckled at the glare Heather sent her way.

"Chill you two." Bridgette said as the sewer hatch and Aelita came into view. "We made it, Aelita."

"Nice to see you're all up." Aelita said with a small smile but everyone noticed the dark circles around her eyes.

"Aelita, when did you get any sleep?" LeShawna asked.

"I spent a lot of my time reviewing the data Seraphim gave us." Aelita admitted with a resigned smile and a shrug.

"Oh Aelita, not again. What have I told you about doing that, girl?" LeShawna shook her head. "You ask and you got help from all of us."

"Yeah, Noah and I can look over that data and help out." Cody offered.

"I'm down with anything…" Noah shrugged. "Can we go now?"

"Yeah, yeah." LeShawna grumbled as she and Trent pulled the sewer hatch open. "Work on those manners, turkey."

Noah would normally say something but he remembered the last time he mouthed off to LeShawna and wisely simply climbed down the latter.

"Any idea what the attack is this time?" Gwen asked as they moved through the sewers.

"No idea. There's something odd about the activated tower though. It didn't have the signal I recognize in towers activated by XANA." Aelita answered with a frown.

"You mean something is wrong? Please don't tell me Lyon and Nephilim are back." Bridgette said, begging slightly.

"That's the good news. It's not a signal I recognize from any enemy we've encountered before." Aelita replied.

"So we might have a new bad guy. Great, where do these guys all come from?" Noah drawled. "First XANA, then Shadow, then those bad guys we faced in that other cyber dimension, and we just took Lyon and Nephilim."

"Well quit whining and let's find out!" LeShawna snapped as they made it to the latter.

Xxx

Sparx jumped onto a conveyor belt as Buzzbeast rolled after and jumped onto the upper floor as the monster smashed through anything in his way. Sparx looked and watched as Buzzbeast uncurled itself and stood up, roaring up at Sparx.

"Come and get me, saw-brain!" Sparx taunted as she turned and ran.

Buzzbeast bent down and jumped up, launching itself onto upper floor before chasing after Sparx.

"Me and my big mouth." Sparx grumbled.

Xxx

"I just hope when we find that tower there's a monster or two I can bash. It feels like therapy when I smash those bugs to bits." LeShawna said as the warriors reached the factory entrance. "Really channels all that anger."

"So what kind of attack you think XANA has now? Kill us with an acid storm?" Noah asked rhetorically.

BANG!

The warriors spun around and watched as what looked like a young woman in her late teens with short red hair wearing a strange outfit that looked like some kind of uniform and carrying a sword rushed into the lobby of the factory and after her was some kind of mechanical dinosaur. What was most noticeable about them was they looked like 3-D computer generated images instead flesh and blood. The woman spun and fired a purple bolt of lightning that hit the dinosaur in the chest but that action only made it angry as it let out a roar.

"Okay, that's new." Noah commented as they all watched in shock as the woman fought the dinosaur with what looked aerobatic moves that would made competitors in the Olympics look like amateurs. "Did not see that coming."

"Oh! I love the dinosaur!" Izzy giggled. "Dinosaur with a chain saw in its head. How come no one ever thought of that before?"

"How come they're fighting each other?" DJ wondered. "If they are part of XANA's attack shouldn't they be after us?"

"I don't know but we can use the fighting as a distraction to sneak past them and get into the lab." Aelita stated. "We'll have to take the stairs and go in the long way."

"This looks like a jump for…" Izzy took a karate stance. "Ninja Izzy!"

"Are we sure this is a good idea?" Bridgette asked.

"Do we have a choice?" Gwen pointed out and saw that Bridgette had no argument. "We go in small groups to avoid getting caught. Aelita goes first since she needs to be in Lyoko the most out of all of us. Cody, you and Noah are the shortest so you guys go first with Aelita."

"Right." Cody and Noah nodded.

"All right, follow me." Aelita whispered as she slowly led Cody and Noah to the stairs and slowly walked down the steps, glancing at the right.

"It must have taken a lot of power to animate those things." Noah commented. "But since they're fighting each other and not us there could be a malfunction."

"Do we have time for this?" Cody asked once they were half way down.

"Shh!" Aelita said, watching as the dinosaur lunged at the 3-D girl who jumped to the side as the dinosaur slammed head first into the wall.

Sparx landed on her feet and watched as Buzzbeast pulled itself out of the wall and snarled at her. "You want more? Come and get me!"

"She sure doesn't sound like something a XANA ghost would say." DJ commented. "What's going on here?"

"DJ, don't get curious. I was curious once and look where it got me." Heather gestured to herself.

"What do you mean by that?" Gwen asked.

"Back in that lab in the mountains Courtney and I cornered you in the scanner and look what happened." Heather explained.

"Of course." Gwen rolled her eyes.

"But DJ is right. This girl….3-D girl is acting…human." Geoff said in agreement with DJ. "You don't think she's like Seraphim right?"

"Too much of a risk to find out." Gwen stated.

"Not with Ninja Izzy!" Izzy said as she jumped forward, latching onto the rope and slid down onto the ground.

"Izzy no!"

"Get back here!"

Sparx stopped and looked to where the shouts were coming from and saw Izzy land on the ground. "Oh great."

"Never fear, Ninja Izzy is here!"

"Get out of here!" Sparx shouted, taking her gaze off Buzzbeast which was a big mistake as the mechanical dinosaur lunged at her.

Izzy was quick to react as she picked up a metal and threw it at Buzzbeast, smacking it in the face which stunned it. Sparx spun around and pointed her sword, firing a bolt of purple lightning that the beast in the face and knocked it down.

"All right! That's so cool!" Izzy exclaimed with a big smile but spotted Sparx fall onto her knees, her form fizzling like TV screen with a bad signal. "Hey, are you all right?"

"Just go. You got to get out of here." Sparx grunted as she tried to stand up.

She had been fighting Buzzbeast for over thirty minutes and her power was down to thirty percent. She couldn't keep this up and the Lightning Flash had been damaged by that mechanic reject of a lizard. She couldn't run because it wouldn't be long before Buzzbeast got back up and knocked her back to the Sixth Dimension. Well, going back to the Sixth Dimension wouldn't be so bad because Ace was there so she wouldn't be alone and she'd get the chance to knock Ace up the head for scaring her and Mark so bad with his stunt of going into the Sixth Dimension to find Lady Illusion.

But she had to make sure the mortals here were safe first which is why she needed to finish the fight here and now.

"No can do. Whenever evil is taking advantage of the innocent Izzy, Lyoko Warrior, will be there to lend a hand." Izzy proudly declared.

"Huh?" Sparx stopped upon hearing Izzy's reply and almost fell over.

Luckily Izzy quickly helped her stand up. "See? I'm lending a hand. Now we have to move!"

"Wa-GAH!" Sparx was pulled off her feet and to the elevator while the rest of the group decided to just go along with Izzy's actions and jumped down onto the factory floor and rush over to the elevator. "What are you doing?"

"Helping." Izzy said as Gwen pushed the elevator button. "That's what heroes do, duh!"

"Are we sure about this?" Heather asked as the elevator doors opened. "We don't know what she is."

"We know she's good because she tried to save Izzy." Izzy said as she helped Sparx into the elevator.

"We can't argue about this right now. We'll just have to find out once the attack is taken care of." Aelita said as the doors closed.

"Who are you guys?" Sparx asked, not understanding why these mortals were suddenly helping her out of the blue and not freaking out at her appearance or Buzzbeast.

"We're the Lyoko Warriors." Izzy answered with a big smile. "Heroes who protect our world from the evil forces of the digital warlords!"

"Huh?" Sparx was literally lost for words.

"You'll understand in a second." Bridgette said as the elevator doors opened and showed Sparx the lab.

"What in the Sixth Dimension?" Sparx gasped as she looked around the lab, the data in her digital brain unable to explain the advanced technology she was seeing. "When did mortals have something this high tech?"

"Fancy isn't it?" Izzy asked with a grin.

"We can talk about that later. We don't have a lot of time before the 3-D reptile busts into the lab." Aelita said as she walked over the computer. "We need to find that tower and shut it down."

"So, who are you? Another new General XANA sent." Noah asked, looking at Sparx.

"Who? General? I'm not a General for anyone." Sparx answered, glaring slightly at Noah. "Who are you?"

"He's Noah." Izzy answered with a grin.

"Izzy! We don't go spilling our names to strangers." Noah sighed in irritation. "We don't even know she's really another bad guy after us."

"She's not a bad guy. She tried to save us from that dinosaur." Izzy replied, still smiling. "Like Tom did when he helped us."

"Huh?" Sparx looked back and forth between the teens as they talked.

"Look, Izzy, we don't know what's going on here and frankly this could still all be a trick by XANA. You know how devious he is." Heather spoke up.

"But would XANA go through the trouble of making two specters to fight it out and have one help us out? We've got scanners to detect them." Gwen pointed out.

"Hello, I'm right here. Why not ask me who I am?" Sparx asked, becoming annoyed.

The group looked at her and Bridgette decided to speak. "Okay. Who are you?"

Sparx sighed. "My name is Sparx and I'm a Lightning Knight."

"A Lightning Knight?" Cody asked.

"Yeah, from the Sixth Dimension. We trained to protect mortals from…bad guys who would like to take over your world and any world they can get their hands on." Sparx explained. "It may sound crazy but we're an interdimensional force trained to protect the innocent. That monster back up there is named Buzzbeast and he's an escaped criminal who happens to be very dangerous."

The group stared at Sparx as she waited for the inevitable disbelief that mortals usually displayed.

"I believe her." Noah shrugged.

"Sounds good to me." Geoff commented.

"Why not? We've seen good digital guys before." LeShawna smirked.

"What? You just believe me like that?" Sparx asked flabbergasted.

"Wait until you see what we are." Izzy grinned.

"I've found it." Aelita spoke up, earning everyone's attention. "The tower's in the Forest Sector."

"Hey, Aelita. Can we bring Sparx along? We can find out where she came from if she takes a step into the scanner." Izzy asked.

"In the middle of an attack?" Noah asked rhetorically.

"I don't have time for a scan. I need to get back up there and finish off their lizard-GAH!" Sparx gasped as she fell onto her knees, her image shimmering again.

"Are you okay?" DJ asked in concern.

"I'm-I'm low on power. I used up a lot of it by fighting that franken-dino." Sparx groaned as she tried to stand up.

"Low on power? Well she can't be a specter then. XANA's ghosts don't run out of power unless the tower is shut down." Cody commented.

"So what do we do?" Trent asked.

Aelita stood up and walked over, looking carefully at Sparx. "…We'll bring her along."

"Huh?" Heather turned to Aelita. "Lyoko Boss say what?"

"She was fighting that monster up there and like Cody said, if she was one of XANA's ghosts she wouldn't be this weak from all the fighting. There's something else going on here and it's not just a typical attack and I think she can help us." Aelita explained. "Perhaps the scanners can help her."

"Here let me help." DJ said as he knelt down and helped Sparx stand up.

"Thanks." Sparx said. "So where we going?"

"We're going to Lyoko." Izzy said with a happy grin.

"To where?" Sparx asked.

"You'll see in a second."

"Noah, I've already put the coordinates in." Aelita said as the group walked into the elevator. "We'll save Sparx for last. If something happens, shut down the scanners."

"I'm on it." Noah said as he sat down at the chair.

The elevator doors closed and everyone waited for the elevator to go down to the scanners.

When the doors opened Sparx saw the scanners. "So what happens now?"

"Now we go virtual." Cody answered as Aelita stepped into the nearest scanner. "I'll hang back until its Sparx's turn."

"In that case I'm going." Heather walked into the next scanner. "I'll be actually safer in Lyoko."

"You're real role model, Heather." Gwen shook her head as she took the last scanner and smirked as Heather gave her a middle finger.

"What are these things?" Sparx asked as the scanners closed.

"_Transfer Aelita._"

"_Transfer Heather._"

"_Transfer Gwen._"

"_Scanner Aelita._"

"_Scanner Heather._"

"_Scanner Gwen._"

"_Virtualization._"

Sparx watched as the scanners opened up but when they were open the people inside were gone. "What happened to them?"

"They're off to Lyoko." Cody answered with a grin as LeShawna, Bridgette, and Geoff were next and a moment later the scanners opened back up and they were gone as well. "Lyoko is what we a parallel universe that we protect from a very, very, bad guy."

"A parallel universe?" Sparx repeated in shock. "These scanners take you to another dimension? How could mortals have the kind of technology to send them to another dimension?"

"I ask myself that same question every day." Cody shrugged, smiling. "This tech is unlike anything I've seen before and Noah and I are working at it every day. Want to try?"

"I need to get back up there and stop Buzzbeast." Sparx retorted.

"Or you can help us. Did this…Buzzbeast appear out of nowhere and attack you?" Cody asked, his mind already at work.

"Yeah…" Sparx slowly answered.

"Then I think know how it appeared and the answer is in Lyoko." Cody pointed at the nearest scanner. "Step in and you'll get your answers."

Sparx stared at the scanner and then back at Cody, trying to find a reason to argue but the little mortal sounded like he knew what he was talking about. Buzzbeast literally came out of nowhere and if it wasn't the Amulet that brought it here than perhaps it had something do with this…parallel universe. So taking a deep breath she walked into the nearest scanner and faced Cody who smiled before walking into the other scanner with DJ taking the last.

"_Transfer Cody._"

"_Transfer DJ._"

"_Transfer…Sparx._"

The scanner doors closed.

"_Scanner Cody._"

"_Scanner DJ._"

"_Scanner Sparx._"

Sparx watched as a ring of light traveled up her body. Her digital brain tried scanning the equipment but it kept on flashing the word 'UNKNOWN'.

"_Virtualization._"

Sparx closed her eyes as a bright light swallowed her.

Xxx

Noah looked at the screen, watching as Sparx was virtualized and looked over her data. She obviously was not a specter because her data was actually more advanced than a specter but her energy was low. Well it started out as low but it was actually rising and it was increasing at a fast rate.

If he had any doubts about Sparx not being a specter sent by XANA they were gone now. There was no way Sparx was something XANA had cooked up to trick them.

Xxx

"Where is she?" Rick grumbled as Buzzbeast walked through the factory, looking for Sparx. "She couldn't have gotten away with those kids?"

He looked at the other screen and saw Lord Fear was holding out against Candy Floss, knowing he would have to boost Floss's powers if she wanted to take Lord Fear down. Buzzbeast was strong enough to take down Sparx but she was faster and smarter than his lizard pet and it didn't help those meddling kids got on the way and distracted it.

"Must be those kids Lyon was talking about. I can't let anyone stop me now. If I have Ace and Lord Fear under my control I'll be strong enough to take on Kilobyte when he makes his move." Rick muttered as he ordered Buzzbeast to find Sparx…and stopped in mid-type. "Wait…If those are the kids Lyon told me about and they are going to Lyoko…Than maybe Sparx might be closer than I thought." Rick grinned. "Time to change the rules. I'm in control now."

He quickly opened up his link to Lyoko and got to work.

Xxx

Back in the factory Buzzbeast let out a roar as it vanished in a flash of light.


	6. Chapter 6

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**New Dimension: World Without Danger**

CRASH!

"Ow!" Sparx grunted as she landed on her butt, opening her eyes and looked around. "Wh-Where in the Sixth Dimension am I?"

"Not the Sixth Dimension, honey. You're in Lyoko." Sparx looked up and saw LeShawna, looking 3-D while wearing a new outfit while carrying a large hammer. "Welcome to another dimension, I think."

"Another dimension?" Sparx stood up and looked around, seeing an ocean in front of her and she realized she was on a tropical looking beach.

"All right, the Tropical Sector!" Sparx turned around and saw a...

Talking red crab that was slowly crawling up to her?

"Come on, Izzy." Gwen walked up to the crab, dressed in black clothing with blue highlights. "Change back. We have a tower to shut down."

"Aw…" The crap changed into Izzy who was wearing a red robe with orange jagged edges and her ears were now pointed along with clawed hands and fangs in her mouth. "But it's cool to be back in the Tropical Sector. I was virtualized for the first time into this sector so it's kind of cool to be back here with a new friend."

"Man, I love the beach." Geoff remarked.

"I got to admit, I like this sector more than the others. Guess that's the surfer part of me." Bridgette said, standing next to her boyfriend and holding her signature surfboard.

"How did we get here?" Sparx asked as she looked around.

She saw the humans all wearing different and unique outfits that made them look like warriors she had seen from mortal comic books.

"Well, simply put, the scanners scanned your image and then created a form for you here on Lyoko with all the data of your world self stored in your character's Nexus Core." Cody explained, who Sparx noticed was wearing a tux. "At least that's what happens to us when we're virtualized. It could have gone different for you."

Sparx looked down at herself and saw she looked exactly the same as she did in the real world. "I don't feel any different."

"Noah." Aelita looked up at the sky. "What did the scanner Sparx was using say?"

"_Only that her digital make up is nothing like a specter. Her energy was low before the virtualization sequence suddenly jump started it. If I had to guess, and I am guessing, she absorbed some energy as she was virtualized. She's got an Avatar on Lyoko now and according to it her power stats are the same as yours._" Noah answered through the speaker.

"Meaning?" Heather asked.

"_That putting her origin aside, her Avatar is like any other human based Avatar. In fact her energy readings are currently as high as Aelita's without the Code: Angel program._"

"That's impressive." Cody commented.

"So why are we here?" Sparx asked. "How does this stop that metallic dino reject?"

"We're here because Lyoko is a world that is connected with our world. There are these towers that can be used as portals into the real world and there is a powerful adversary of ours that uses them to wreak havoc on our world. The only way to stop is to come here and shut down the tower. You said that Buzzbeast appeared out of nowhere and attacked you, right?" Aelita asked and continued after Sparx nodded her head. "Then it's possible that our enemy or someone else has activated a tower and brought Buzzbeast to our world to attack you."

"How can that be? It would take a tremendous amount of power to open a hole to the Sixth Dimension and bring someone through." Sparx said, trying to understand how any of what she was seeing was actually real.

"You would be surprised when you saw what these towers are capable of." Cody spoke up. "The things we've seen XANA use them for…I'm surprised we're all still alive and sane."

"Alive, yes. Sane, debatable." Heather muttered.

"Anyways, we need to shut down the tower and stop the attack in the real world." Aelita pointed to the top of the mountain on the island. "That's where the tower is."

"Right up the mountain. Great. If we walk up there and if there's monsters hiding up there they'll ambush us and cut us down as we make the climb." Gwen remarked.

"I got that covered." Sparx quickly whistled. "Lightning Flash, to me!"

When everyone looked at her she suddenly realized that her Lightning Flashed had crashed during her fight with Buzzbeast but just as she was feeling embarrassed there was a flash of light and in front of Sparx hovered her Lightning Flash, looking clean and pristine.

"Whoa!" Izzy remarked as she and Geoff came over and inspected the Lightning Flash. "This is so cool!"

"Look at this!" Geoff said, inspecting the Flash. "Airborne motorcycle. It looks tough…Tough enough to knock over a Megatank."

"It's my Lightning Flash. The fastest airborne vehicle in the Sixth Dimension." Sparx remarked, smiling with pride at her vehicle. "It'll have me up there less than two seconds…Though I'm surprised it actually appeared. It was damaged by Buzzbeast earlier and there wasn't enough time or energy to fix it."

"Perhaps when you were virtualized here your Lightning Flash was instantly repaired. Noah said the virtualization sequence powered you back up." Aelita reasoned before shaking her head. "Regardless, that's one vehicle. Noah…"

"_On it._"

Sparx watched as six more vehicles appeared before the group and they looked like advanced mortal vehicles, one of them looking like a hover platform. "Whoa."

"Here are our vehicles." Aelita gestured to them. "The Overbike, the Overboard, the Overwing, the Oversled, and the Overjet."

"Nice." Sparx said in admiration as she looked over the vehicles. "These look high-tech."

"That's what we were aiming for." Cody said as he hopped onto the Oversled.

Gwen stepped onto the Overboard while LeShawna got on the Overjet and Geoff sat on the Overbike, leaving DJ, Trent and Aelita to step onto the Overwing. In the meantime Bridgette lowered her board in front of her and it started floating off the ground as she stepped onto it.

"So now what?" Sparx asked.

"We find the tower." Aelita said and like that the vehicles, even the Overbike which had a large singular wheel, shot off towards the top of the mountain.

Xxx

Lord Fear grunted as he blocked another arrow. "What does it take to knock this archer stripping clod down?!"

"Oh, you sweet talker, you." Candy Floss laughed as she jumped over another blast from Lord Fear and landed on the roof of the house. "Getting tired? Would you like me to put you down for a nap?"

"If anyone needs 'putting down' it's you." Staff Head said. "Right my lord?"

"Indeed my steady staff." Lord Fear nodded as he pointed Staff Head up at Candy Floss. "Who sent you?"

"Now what kind of question is that?" Candy Floss tilted her head.

"I am not a fool, Miss Floss. You appear here without a piece of the Amulet and suddenly attack me. This can only be Kilobyte's work!" Lord Fear's jaw twisted into a scowl. "How did he send you here?"

"Don't know what you're talking about, bone man. I only know I've been sent to take you down and I can't find a reason to argue." Candy Floss said as she jumped down, somersaulting through the air and kicked Lord Fear in the chest.

The old skeleton grunted as he fell onto his back and looked up to see and arrow pointed directly between his eyes.

"Do skeletons feel pain?" Candy Floss asked, grinning as she pulled her arrow back, ready to shoot. "I've always wondered."

"Perhaps…but would you feel pain if you were faced…" Lord Fear grinned. "Oblivion?"

"And what is that-GAH!" Candy Floss screamed as an orange beam of energy hit her in the back and knocked down next to Fear who quickly stood up.

"Watch your back." Staff Head chuckled, having been the one who shot Candy Floss.

Lord Fear chuckled as he picked up his staff. "You didn't think it would be that easy did you?"

Candy Floss grunted as she tried to stand up but Lord Fear fired another plasma blast, hitting in the chest. The skeleton cackled as Candy Floss's form started to shimmer and cancelled out her attack to watch Candy vanished back into the Sixth Dimension.

"This is what happens when you challenge Lord Fear." Lord Fear chuckled.

Candy Floss's firm turned static and she looked ready to vanish back into whatever hole in the Sixth Dimension she came from…

Only she didn't.

Her form suddenly became clear and she jumped back onto her feet, looking like she hadn't been hurt at all.

"What?!" Staff Head exclaimed in shock.

"That is not possible! Not even Ace Lightning or Kilobyte could have withstood that attack! You were on the ground, fading back into the data-stream!" Lord Fear shouted as he quickly prepared another attack.

"What can I say…I got better." Candy Floss shrugged and laughed.

Whatever Lord Fear was about to say next was cut off as Candy Floss moved with such speed that she literally teleported in front of him and delivered a punch to his jaw.

Xxx

For the most part Sparx seemed to be adjusting herself to her new environment quite well as she followed the so called Lyoko Warriors up the mountain. They functioned as a unit of sorts, even though there was no professional military training, not that Sparx was much for military training. Lightning Knights were used to a form of autonomy when exploring the most dangerous corners of the Sixth Dimension.

"How does it look up there, Noah? Any monsters?" Aelita asked as they made it to the top and Sparx spotted what was possibly the tower they were all talking about.

It was cylinder shaped, colored mostly white and it was glowing an ominous red color at the top.

"_Nothing yet. That's the second time we've found a tower unguarded this week. That's a bad sign._"

"Since when you do believe in omens?" Heather asked.

"_Since I started working with you guys._"

"Can we skip the wise talk and just shut down the tower?" Bridgette asked. "If there is something bad happening we need to stop it. Especially if it's the cause of that giant dinosaur attack."

"I'm on it." Aelita said as she landed the Overwing down on the ground, allowing her and DJ to get off.

"_Hang on, there's some kind of energy build up-AELITA! DJ! TRENT! LOOK OUT!_" Noah shouted. "_ABOVE YOU!_"

Aelita along with Trent and DJ looked up and saw a dark sharp forming and quickly jumped back as fell towards them, smashing the Overwing as it landed. Aelita looked up and saw the same mechanical dinosaur that she had found fighting Sparx in the factory.

"Buzzbeast!" Sparx shouted in shock. "How'd he get here?!"

"_There was an energy buildup, a lot like something being virtualized and then it showed up._" Noah answered.

Buzzbeast let out a roar as it stomped towards Aelita but the leader of Team Lyoko pointed her hand at the approaching monster. "Plasma Beam!"

A beam of pure light shot from Aelita's hand and slammed into Buzzbeast, sending it flying back and hitting the ground with a loud thudding sound.

"By the Sixth Dimension!" Sparx gasped, seeing Aelita's attack easily blast Buzzbeast. "That's some firepower!"

"You ain't seen nothing yet." Cody remarked with a smile but frowned as he saw Buzzbeast get back up. "That's not good. A single Plasma Beam could wipe out an entire battalion of monsters but he's back up already."

"That's no surprise. That mecha-dino freak has been shrugging off attacks that would have taken ten of him out all day." Sparx pulled out her sword.

Buzzbeast roared and that's when another surprise happened.

It split itself into three Buzzbeasts instead on one, all of them advancing towards Aelita who gasped in shock at what had just happened.

"Did you just a single dino freak just split into three?" Heather asked, rubbing her eyes to make sure she was not seeing things.

"I did." Gwen pulled out her rod and transformed it into her scythe. "We better move to help Aelita."

"Attacking than splitting into copies of itself…That's just like Nephilim." Cody muttered but had no time to think if over as the Lyoko Warriors and Sparx sprang into action.

"Here I come, you mecha-lizard freaks!" LeShawna jumped off the Overjet and fell to the middle Buzzbeast, swinging her hammer down on its head.

Trent played a lightning note and fired a bolt of lightning at the Buzzbeast on the right, quickly backed up by Sparx. Geoff threw both of his chakrams at the left Buzzbeast, followed by a energy blast from Bridgette and a barrage of rocks launched at the beast by Gwen. The three Buzzbeasts roared as they staggered back and immediately created more copies of themselves, increasing their number from three to nine.

"Oh great. It's just like what Nephilim did." Geoff grumbled as the warriors stepped back as the monsters stepped forward.

"Meaning we can't attack them head on or they'll create more copies." Aelita quickly analyzed the situation.

"So what do we do?" Sparx asked, clutching her sword in both hands.

"We make it so they aren't a threat." Aelita closed her eyes and held out her hand. "Gwen, your Earth Aura."

"You got it." Gwen smirked and nodded.

"Everyone, standby to attack and make sure you are strong enough to push them back." Aelita let out low humming sound, sounding like she was about to sing.

The sound of her voice resonated with Lyoko itself as the Buzzbeasts slowly approached and Sparx was wondering what Aelita was doing. That was when she saw cracks in the ground forming underneath the monsters that split open. The Buzzbeasts stopped as they looked down at the ground and tried to move out of the way.

"Oh no you don't!" Gwen said as her yellow Earth Aura surrounded her and raised her arms up.

Walls of Earth rose up from the ground in tandem with Gwen's movements, boxing the Buzzbeasts in and significantly decreasing their room for movement.

"Now!" LeShawna shouted as she rushed forward.

The nearest Buzzbeast felt the full force of LeShawna's hammer as she swung it and was knocked down into nearest open abyss, letting out a screaming roar as it fell. Geoff and Bridgette fired energy waves that collided with their own Buzzbeast, earning a scream as the combined attack knocked it off its feet and into the few giant holes Aelita had made. Sparx fired a bolt of purple lightning that hit her target in the face while Heather leapt up and delivered a kick to its face while it was disorientated and fell down the hole. Trent and Cody pushed their own Buzzbeast with an onslaught of laser, fire, and lightning attacks while DJ activated his golem form as he slammed into his target and knocked it down into the nearest giant crack.

Her job trapping the beasts done Gwen rushed forward, activating her Wind Aura and swung her scythe like a fan, firing a powerful gust that blinded the Buzzbeast that moved to attack her and left it open to a power energy field fired Aelita that knocked it into the abyss.

"Go Aelita!" Trent called out, the rest of the group focusing on the last two monsters. "We'll cover you!"

Aelita nodded and rushed to the tower as the entire group moved and attacked the last two Buzzbeasts, cutting them from attacking Aelita and defending the tower. Aelita wasted no time as she rushed into the tower and quickly stood in the center of the bottom platform.

Xxx

Lord Fear panted as he clenched his bony ribs that had suffered from a powerful kick. "You…you will…pay…dearly for this!"

"I don't think so." Candy Floss said as she pulled out another arrow and aimed at Lord Fear's head.

Xxx

Aelita spread her arms out and felt herself slowly lifted off the ground, towards the upper platform.

Xxx

Candy Floss released her arrows as Lord Fear raised his staff to defend himself.

Xxx

Aelita landed on the upper platform and walked over to the screen. She raised her hand and pressed it softly against the screen.

Upon lifting her hand up she watched as the screen scanned her handprint.

**Aelita:**

**Code…**

Xxx

The arrow shattered Staff Head's glass orb and was about to pierce Lord Fear's skull.

Xxx

**Code: Lyoko**

Xxx

Just as the arrow was a mere instant from piercing the skeleton lord's skull all of time suddenly froze.

Xxx

"NO!" Rick screamed as the programs he was using to control Candy Floss and Buzzbeast froze. "I had them! I had them!" He banged the keyboard in frustration. "NO! NO! NO!"

Xxx

The Lyoko Warriors stopped as the remaining Buzzbeasts let out screams of agony as they disappeared in flashes of light.

"What happened?" Sparx asked.

"Aelita did it." Cody said with a smile.

"So what now?" Sparx lowered her weapon. "It's over right?"

"It will be in a second." Bridgette answered with a knowing smile.

Xxx

"Tower deactivated." Aelita said the screens began their descent. "Noah?"

"_On it. Return to the Past now._"

Xxx

Whatever Sparx had to say next was cut off as a bright light engulfed her vision, blinding her as the world was rewound back to before the attack had happened.

Xxx

When Sparx opened her eyes she found herself back in the factory and looked around, confusion etched across her face. "Huh? How'd I get back here?"

Looking around she saw she was back in the room she was in where the fight with Buzzbeast started but she saw no robo-dino monster leaping out to attack her. Confused, the Lightning Knight walked out of the room and onto the ground floor of the lobby, making her way to the elevator that had led her and those mortals down into the lab. Pressing the elevator button she watched as the elevator came up and its door opened, allowing her to walk in. She pressed the button for the lab level and waited as it took her down and when it stopped there was a small gust of wind as the doors opened, revealing the lab from before.

"It's here…It's all here." Sparx cautiously looked around. "But then how'd I get back up there when I was just…"

This was so surreal.

She wondered what Ace or Mark would say if they saw something like this as she looked around the lab. She walked over to computer and looked at the screen but she had no idea how to operate this obviously advanced technology.

"Maybe I should wait for-"

The computer beeped and on the screen appeared the pink haired girl, Aelita. From what the image showed Sparx she was in a small room with a dresser and a bed in one corner.

"_Hello_?" Aelita asked, looking at Sparx. "_Sparx_?"

"Uh…Hi." Sparx slowly said, sitting down at the chair. "Aelita, right? What happened? We were in that…other dimension fighting those monsters and now I'm back here and you're…there. What happened?"

"_We went back in time to before the attack happened_." Aelita answered with a smile. "_There is a special program called the Return to the Past that allows the supercomputer to send people back through time._"

"You're kidding me?!" Sparx exclaimed. "You can travel back through time?! No one's ever done anything like that!"

"_We have on a daily occasion almost._" Aelita sighed. "_It's an occupational occurrence with us when we're trying to keep this a secret._"

"…Who are you guys?" Sparx whispered.

"_Perhaps, we should meet and discuss this properly._"

Xxx

As Sparx prepared to properly meet the Lyoko Warriors a third party was going over the results of the very recent battle in Lyoko.

"So…" Kilobyte grinned at the recording imagery of the battle projected by one of XANA's nearby monsters. "Sparx has joined up with you mortal adversaries and they have defeated the Programmer. Those monsters could only be his work, rejected or deleted work that he used to regain control of this world."

"Rejected or not these programs were heavily modified with advanced coding that I have encountered before. Your Programmer has found an ally and he's using resources that only a handful have access to. It's only a matter of time before he tries to modify more of his work with more advanced coding." XANA mused.

"He can try." Kilobyte closed his eyes. "He will never measure as a threat. He will at best provide an amusing entertaining time as I wait and plan. Lightning will seek out Lady Illusion and he will find a way out of this world. The backdoor."

"It would take a great amount of energy for backdoor out of this world to exist. It's obviously hidden and non-active when not in use. In the meantime as you wait for this backdoor to reveal itself perhaps we can use this time as an opportunity to test the united powers of our worlds." XANA offered.

"And what did you have in mind?" Kilobyte faced the Hornet.

"You once had the power to trap humans here. Perhaps with outside assistance you will once again be capable of that feat." XANA suggested.

"Continue trapping mortals here with no chance of opposition from the mortals or Lightning?" Kilobyte sounded amused. "I am listening."

"My towers can provide you the opening into the real you need to reach out and grab any human in your sight." XANA explained, a hint of sinister malevolence in his voice. "The attack need not continue for long, giving the humans time to attack and deactivate it. Only enough time would be needed to capture a small number of humans before manually shutting it down myself."

"Making it impossible to reverse the attack and save the mortals." Kilobyte finished, understanding XANA's plan. He wouldn't admit it but he found XANA to be as devious and cunning as he was, making him a powerful ally. "When do we begin?"

"I will make the appropriate preparations and we will be ready in a cycle. Even if our enemies ally together they will not have the time or the knowledge they need to properly launch a counterattack." XANA answered.

"Then as mortals say…Let the games begin." Kilobyte threw his head back and laughed.


	7. Chapter 7

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Search For One Forgotten**

**France  
Provinces Opera**

"**Hey, Mark. I got your latest email and I got to say you can't catch a break, mate. You leave America to visit France with your dad on a business trip and Lord Fear and Sparx follow you all the way around the globe to Paris. Now that is not only odd but crazy and you don't a lot of cover in the big city so you have to be careful. With Ace lost somewhere in the Sixth Dimension you are down a major player and it's the number one player.**"

"You got that right, Pete. I haven't heard from Sparx yet and there's been no word on Ace. He's probably still looking for Lady Illusion." Mark said, becoming worried about Ace. "And I have no idea what Lord Fear is doing in France."

Xxx

"Here it is. The House of Illusion." Ace said, standing at the gates to the house which were shaped like giant candy canes.

The small house had pink and purple striped walls and a purple roof which seemed to fit Lady Illusion perfectly.

As Ace moved to knock the door opened and out stepped a grey haired, grey skinned man wearing a butler suit with its arms resembling spider legs and two more sprouting from its back. "The Lady is expecting you, Ace Lightning."

"Thank you." Ace said as the butler fully opened the door.

As Ace walked into the house a Spiderling, one of XANA's creations, witnessed him entering the House of Illusion and instantly reported Ace's locations to not only its creator and master, but also its master's current ally.

Xxx

"So…" Kilobyte mused as he watched the image of Ace entering the House of Illusion. "Lightning did come here to find Lady Illusion. That means she must have betrayed…Apparently I did not make my warning clear to her when we spoke of her past betrayals."

"It is of no consequence. This Lightning, finding this Illusion does not complicate our plans in the slightest." XANA spoke through the Hornet projecting the image.

"Perhaps but…I cannot allow this betrayal to go unanswered." Kilobyte's hand curled into a fist. "He will lead her to whatever place he plans to use to escape back into the mortal world. And I will be right behind them."

"Do not forget the current enemies that wait in the real world. Even now our enemies form alliances and plans." XANA pointed out.

"Yes. We will have to make plans of our own." Kilobyte nodded in agreement.

Xxx

"Ace!" The Mistress of the House of Illusion cried out upon seeing her lost love at the doorway to her Master Bedroom and rushed over, embracing him tightly.

Ace hugged her back. "I thought I'd never see you again."

Lady Illusion looked at up at him. "You shouldn't have come here. Kilobyte will know you are here and he'll use you to escape."

"He can try but I won't leave you here alone." Ace said as they pulled apart. "I know a way of here and back to the mortal world. It's in the Haunted House. We can use it to get out of here and keep Kilobyte trapped here."

"Can you?" Both the hero and his lover spun around as a spider like creature with a strange eye stood at the door and projected an image of Kilobyte, grinning victoriously. "I must admit, I never thought to look in the Haunted House. I must thank you, Lightning."

"Kilobyte." Ace narrowed his eyes.

"Don't bother attack. You won't hurt me. I'm not even there in the house with the beloved traitor." Kilobyte waved off Ace's anger.

"And you won't get anywhere near her." Ace stood in front of Lady Illusion who put a hand on Ace's shoulder. "We're leaving and you'll be trapped here forever, Kilobyte, never to plague the mortals again."

"Never say never, Lightning." Kilobyte laughed. "Even if you succeed in escaping I do not need you or the traitor to escape. You will find that there are many opportunities to escape a prison, if you have the patience. You have fought against the forces of evil, simply because you were programmed to and for all your power, all your bravery, all your moral stance and you still chose to live this lie."

"It's not a lie when I defend my friends from you, Kilobyte. They are what make me real, all of them." Ace looked over his shoulder at Lady Illusion who smiled gratefully which he returned before he looking back at the amused image of his greatest enemy. "That's something even you cannot control, Kilobyte, no matter how powerful you become."

"Perhaps you are right, Lightning. I underestimated your dear lover's fear, thinking she wouldn't dare betray me. I even underestimated Lord Fear when I thought I had ensured his obedience. I never thought he would dare ally with you." Kilobyte admitted thoughtfully, smiling softly. "However, defeat often creates unwanted opportunities waiting to be exploited. And now I have an opportunity that will bring about something great…A new age free of mortals…The age of Cyber Life."

"I'll never let you win, Kilobyte." Ace aimed his fist at the Spiderling, charging up a lightning bolt. "We'll fight you to the last."

"Lightning, you lost before you could even try." Kilobyte retorted.

Having had enough of hearing Kilobyte taunting him Ace fired a bolt that destroyed the Spiderling, causing Kilobyte's image to fade but his voice left an echoing laugh that lingered shortly after the image faded.

"What do you think he's planning now?" Lady Illusion asked.

"I don't know but we can't stay here. We have to get back to the mortal world and warn the others. I can send a message to Chuck-Dude and he can help." Ace answered.

Xxx

For once Sparx was almost speechless as these mortals, the Lyoko Warriors regaled her with tales of their battles on Lyoko against an evil known as XANA and how Lyoko was inside an advanced supercomputer that could actually send anyone back in time. Now Sparx wasn't much a scientist or even a mechanic despite possessing the Lightning Flash but she knew that nothing in the Sixth Dimension was advanced enough to actually create Time Travel and they experience Dimension Hopping almost on a daily basis.

"So what about you? How come you are capable of appearing in CGI outside of a digital realm?" Gwen asked.

"CGI?" Sparx repeated on confusion.

"It stands for Computer-Generated Imagery, which is a form of computer-based animation. It's basically what we look like in Lyoko instead of flesh and blood while you look the same out here." Aelita explained.

"Don't know what you're talking about. This is how I always look." Sparx gestured to herself.

"Well looking at the scan we took from you when we virtualized you, you have a structure similar to XANA's specters or someone who materialized through the TRANSLATION program." Aelita said, gesturing Lyoko card created for Sparx. "You say you came from this Sixth Dimension?"

"Yep. Before you guys only a kid named Mark and his friend Chuck and his girlfriend knew about us. The code of the Lightning Knights states protect those who can't protect themselves, even by keeping secrets." Sparx explained.

"Sounds like a Jedi or some wannabee hero." Noah whispered to Cody who elbowed him.

"Perhaps we should try some more scanning. I mean, Sparx is the first person from this…Sixth Dimension and she's got a lot of fire power. We ought to make sure it's all safe for her." Cody spoke up.

"Don't trust me." Sparx crossed her arms.

"Call it being cautious. We lost a few good friends recently and one of them was…like you. Now that you've helped us you are in as much danger from XANA as we are." Aelita said, hoping their new guest was not offended.

"I got problems of my own. This bad guy, that bag of bones Lord Fear along with his walking stick followed my friend Mark here from his home town and he's hiding somewhere in the city." Sparx gestured up with her thumb. "I got a whole city to patrol to make sure he doesn't cause trouble."

"Maybe we can help each other than. We constantly monitor for disasters that might be connected to Lyoko so if this bad guy of yours causes trouble we can configure the computer to look for anything that matches his MO." Aelita offered.

Sparx considered the idea, believing it was a good idea to find some help. "All right. What do you want?"

Fifteen minutes later Sparx was in the scanner room with the Lightning Flash barely fit into a scanner without breaking anything.

"Good thing that the Lightning Flash managed to fit inside one of the Scanners. Alright, Sparx, place the 'Sword of Jacob' in one of the other two Scanners." Noah said, standing at the elevator.

"Any reason as for why I should do so?" Sparx asked.

"We may find more useful info, if your weapon and gadgets are scanned individually, as in separate from you." Noah answered.

Sparx nodded to show that she recognized Noah's point, before she placed the Sword of Jacob in a scanner. She then walked into another one to get herself scanned.

"All right, Aelita. Go ahead." Noah called up to the lab.

A second later the three scanners closed and Aelita ran a full scan on Sparx and her tools.

"So anything new?" Heather leaned over Aelita's shoulder. "I don't understand all this stuff."

"Well basically the scans are not only for Sparx but also her weapon and her vehicle. And it…" Aelita's eyes widened. "Unbelievable."

"What is it?" Gwen asked.

"Sparx's sword, it's generating a power of over a thousand volts and the energy readings are still rising. It can channel and direct electricity into a direct bolt." Aelita explained, looking over the data.

"Well we saw her fighting that dinobot earlier." DJ stated. "And she's well…A Lightning Knight. So it must be literal."

"And the Lightning Flash?" Geoff asked. "It looks like a sweet ride."

"It's speed matches that of a jet and it seems to constantly run on energy from Sparx. I think it shares a symbiotic bond with her." Aelita brought up the Lightning Flash's scans. "She can summon it and when she recharges that power can charge and repair the Lightning Flash. I think…I can modify the data from the scans to create a copy of it as vehicle."

"A new vehicle? Sweet!" Izzy grinned in excitement. "I'd love to test that out!"

"What about her sword?" LeShawna asked. "A weapon like that could come in handy."

"It's a bit of work but it can be done. But between this, finishing the portal Seraphim made for us and monitoring for Sparx's enemy we'll be buried with work." Aelita answered as she finished the scan. "I'm not sure Sparx came from another dimension. At least the dimension she thinks she came from. It's too similar to our own digital network to be a coincidence."

"Meaning she has no true idea where she came from. This whole battling evil in a carnival while looking for the pieces to an amulet that has ultimate power sounds like a….game." Noah trailed off.

"Something on your mind, Noah." Aelita looked over at Noah.

"Just something I remember from back home. A game that came out that my cousins are addicted to." Noah answered. "I'll need to do some research."

"In the meantime we'll try and help Sparx while trying to figure out this whole Sixth Dimension." Aelita nodded. "We obviously have a serious problem with another potential catastrophe waiting to happen so let's tread lightly. We just came through a mess with fighting a war in the Net and the forces of Project: Carthage and I don't want to lose anyone else."

"Don't have to tell us twice, girl." LeShawna nodded as Sparx came back up.

"So, you got what you need?" Sparx asked.

"Yes and we'll help set up some living arrangements for you here, Sparx. What about your friend though?" Aelita asked.

"It's better he doesn't know. He has enough on his plate with me and Lord Fear. He didn't even come here for that, he was supposed to be on a vacation. Plus if going into this Lyoko place puts him in danger its all the more reason not to tell him." Sparx shook her head.

"Understandable." Aelita nodded. "So will you need anything important?"

"Just something to recharge myself after I get into a fight. You got anything like a transformer around here?" Sparx asked.

"Leave that to us. I think I know just the guy to see for that." Noah spoke up with a sigh.

Xxx

"You want a transformer?" Kurt asked, looking at his cell phone like it had grown a second head. "That's a tall order."

"_I wouldn't ask if we didn't need it badly._" Noah said.

"Well I might got something in the old shed. But what the hell makes you want something like a transformer so bad?"

"_You don't want to know._"

"I'll need a very good reason before I even think of digging up a transformer." Kurt grumbled.

"_Fine, there's this girl who needs help…_" Noah trailed off as Kurt cut him off.

"A girl?" Kurt quickly said.

"_Yeah…A girl…_" Noah answered hesitantly.

"Say no more." Kurt hung up and walked out of his office, taking a deep breath. "Everyone…IT'S HAPPENED! NOAH'S FOUND A GIRL!"

Everyone in the studio dropped what they were doing as Kurt walked up to a glass case over a red button on the wall that said:

**BREAK IF NOAH FINDS A GIRL**

Smashing it open he pressed the red button and a banner fell down from ceiling in every room, hanging above everyone's head letting them know what it said:

**NOAH'S FOUND A GIRL!**

Xxx

"And as you can see I can't stay in America anymore with the constant harassment from those dunderhead students and thick-headed brutes." Horace Cheseborough said, handing his resume to Jean Pierre Delmas who reviewed it over for a moment.

"Well Mr…Chese-burough." Principal Delmas said slowly, trying to accurately pronounce Cheseborough's name correctly. "We have a full staff of teachers this year so we can't give you a job here full time but you would be good as assistant teacher to Suzanne Hertz who has said good things about you."

"That'll do. I just want a simple job to pay for the rent as I get back on my feet." Cheseborough said with his best smile.

"Well I assure you we do not tolerate students harassing teachers or causing slanderous rumors behind their backs." Jean Pierre stood up and offered his hand which Cheseborough shook. "Welcome to Kadic Academy, Mr. Cheseborough."

"A pleasure to be here Mr. Delmas." Cheseborough nodded, feeling a chance that things were about change for the better…

"So, the science teacher has found a new job eh? Well Lord Fear has a job for him too and it's non-negotiable!" The Dirty Rat chuckled as he peeked through the window from behind Principal Delmas.

Or for the worse.

Xxx

"'Get a transformer' they said. 'It's really important' they said. What kind of crazy mess are they in this time?" Carlos grunted as he loaded the transformer into the truck.

"I don't like it anymore than you do but we'll get an explanation when we have this delivered." Kurt said from the driver seat.

"And here I thought we were simple delivery boys." Carlos rolled his eyes as he closed the back doors. "Not Total Drama producers."

"You want a bigger role, ask the guys to send you into Lyoko." Kurt muttered as Carlos opened the passenger door and got in.

"And risk more insanity? No way." Carlos shook his head. "Now let's get this over with."

"Whatever you say." Kurt rolled his eyes as he dialed Noah's number. "Noah, we got a transformer on the way. You better have a good explanation about this girl."

"_Trust me. You'll understand._"

"Noah's got a girl?" Carlos's head perked up. "You never said that!"

"I posted it all over the studio." Kurt replied but Carlos wasn't listening as he started the truck.

"I got to see this for myself! Here we come, Noah's girl!" Carlos called out as he sped down the road.

Xxx

"Is this a good idea?" Heather said to Aelita once they were on the ground floor of the lab, waiting for Kurt and Carlos.

"You're suspicious Heather?" Aelita asked, why Heather came with her while the others waited down in the lab and conversed with Sparx.

"Yeah. Her whole story, it's out there even for all the stuff we've seen." Heather stated. "How exactly do we trust her?"

"If it wasn't for her we wouldn't have survived that dinosaur attack. Even if her story is odd by our standards we should try and investigate first." Aelita replied.

"True but this could spill over into something big, like the travel through the Network into that other digital dimension or what happened in the City Sector. For crying out loud this could lead to a repeat of what happened to Duncan and Courtney." Heather shook her head as both she and Aelita shared a sad look. "I don't want to go down that road again, especially if this Sparx chick comes with some serious baggage that we end up paying the price for."

"It may not come to that, Heather. We can't just leave Sparx on her own. We need to find out what's going on and about this Lord Fear person she spoke of. If he's as bad as Sparx says we can't let him run around France." Aelita reasoned.

Heather sighed. "Its days like this I hate being the hero. Fine but this time we're making sure we aren't caught off guard like we were last time. This is when XANA could try something."

Aelita nodded. "Agreed."

A car honking alerted them to a car that was speeding onto the bridge and skidded to a stop in the lobby, leaving steaming tire tracks.

The driver door opened and out stepped Kurt. "We got a transformer! And what's this about Noah finding a girl?"

Xxx

"So the teacher has found himself a new school to hide in?" Lord Fear mused after hearing the Rat's report. "Interesting…"

"Oh yeah boss." The Rat nodded. "The school he's hiding is a lot bigger than that other one. It's like an academy."

"No doubt easier to hide in." Staff Head commented.

"Indeed my loyal staff. But we know where the school is and it's not too great distance from here." Lord Fear nodded in agreement. "We will hop over for a…late appointment and persuade him to help us in our goal."

Lord Fear reared his head back and laughed, an action that Staff Head and Dirty Rat were quick to copy.

The plan was now in motion.

Xxx

"I had them!" Rick banged the keyboard in frustration. "I had them right where I wanted them before those kids got in my way!"

'**Now you know why they are dangerous. You will have to tread lightly now as Aelita will likely figure out there is a connection between you and this attack.**'

"So what do we do?" Rick asked.

'**Plan a new attack, one that is aimed at establishing a connection between Lyoko and the Sixth Dimension.**'

"And once we have a connection we can bring in more monsters to take down the Lightning Knights and those brats." Rick caught on.

'**Exactly.**'

"What about XANA or Kilobyte?" Rick pointed out. "What will they do?"

'**We can ensure the connection is password encrypted and I have the necessary security programs to keep XANA out. You on the other can hand can keep Kilobyte out since you created him.**'

"Of course." Rick nodded.

Xxx

"You know Noah, when you said you were helping a girl this is nowhere near what we had in mind." Kurt said once the transformer was installed.

"What were you thinking?" Noah asked dryly.

"Never mind." Kurt shook his head, eager to change the subject and get back to the studio to take down all the banners. "So this lady, Sparx, needs this transformer for energy."

"She essentially feeds on electricity for strength and sustenance or her body will basically break down and well…short out." Aeliat explained.

"Pun intended." Noah said and earned a slap on the back of his head by Aelita. "Gah! You've been hanging around Izzy too much."

Aelita rolled her eyes. "Anyways we know her body is similar to a specter but it's humanoid with a sword and vehicle that she can control almost…naturally. I'm not entirely sure what make of who she is and where she came from."

"I do." Cody spoke up, rushing into the room and looked at Sparx before looking back at Aelita. "Can I show you something? I don't want Sparx to see it yet."

Aelita, Noah, and Kurt shared a glance before agreeing.

Xxx

"Ace Lightning and the Carnival of Doom?" Aelita looked at the game image on the computer screen of the supercomputer.

"I thought Sparx's story sounded familiar so I looked up the Sixth Dimension and this is what I got." Cody stated.

"This is a video game." Kurt said.

"A video game that apparently has come to life. This game is big back in Canada and in the United States. I can't believe I didn't recognize Sparx the second I saw." Cody said as he brought up game profiles. "There she is." He pointed at a picture of Sparx. "Sparxs, Lightning Knight and Ace Lightning's partner."

"Heroic sidekick." Kurt commented.

"But how is this possible? A game brought to life…I didn't think it was possible outside interference from Lyoko." Aelita stated.

"So a game was brought to life and now this sidekick and the bad guy are here in France. If I hadn't seen all this Lyoko stuff I would have said this all sounded crazy." Kurt said.

"It is. We're just used to it." Noah replied.

"So what are video game characters doing here in France?" Kurt asked.

"That's the question. Cody, can you run an internet search for anything strange happening in America that could possibly have a connection with Sparx and this game?" Aelita asked.

"I could try but given the number of paranoid conspiracy guys posting stuff in America it would take days, even weeks to filter that stuff out." Cody replied.

"I can help out." Noah offered.

"And I got a few pals who can help out." Kurt pulled out his cell phone.

"Who do you know who can help find video game characters who have come to life?" Noah asked.

"I know a guy."

Xxx

It was nice to have a bed to sleep on after being on the run for so long.

"Oh what a day." Mr. Cheseborough sighed as he sat down on the bed of his new room that he had been graciously given. "Having to deal with low class dunderheads is so exhausting but I am glad I can simply relax and have a chance to show my intelligence again."

"How fortunate for us then." A familiar voice said in a soft and silky tone. "As we need your intelligence again as well, Mr. Cheeseman."

Cheseborough jumped up at the sound of the voice and gasped in horror as the skeleton man, Lord Fear stepped out of the closet, flashing a grin as he held up his smiling staff who laughed. "Hello, hello, hello. You look a little pale mate."

"No…Not again! I don't want to deal with you anymore!" Cheseborough cried as he stepped back. "How did you find me?!"

"Shhhh!" Lord Fear hushed him by stretching out his skeletal hand and covered Cheseborough's mouth with it. "This is a school, remember? It wouldn't do good for the students to be disturbed from their studies by your screaming. Now I am need of your assistance and your intellect to help me bring back my friends. And you'll help…One way or another."

Cheseborough's muffled voice cried out as Lord Fear let out a sinister yet quiet laugh.


	8. Chapter 8

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**On****e Man's Game is Another's Reality**

"Hey Pete. Just telling that today's my first official day in France and my dad and I going to go exploring. I wish I could say I was looking forward to it but my mind is still on what Lord Fear is doing over here and where Sparx might be. Chuck emailed me and told me he still hasn't found Ace wherever he is and I need check in on Sparx because who knows what kind of trouble she could get in over here in a big city like Paris. I just hope the two of us will be enough." Mark said to his webcam before signing off.

Xxx

**Factory**

"So let me get this straight? You just ran into a living video game character who is here to stop another video game character who is evil and is trying to take over the world. Does that sound about right?" Kurt said slowly, going over what the Lyoko Gang had told him after he and Carlos had successfully installed a transformer for Sparx.

"Yep." Noah nodded.

"And I thought I'd seen it all. My Dad always said video games would be the end of the world." Carlos grumbled.

Xxx

_"Always r__emember son, video games will one day be the end of the world.__" Carlos's dad said, sounding lik__e a wise sage._

_"But why are we playing video game right now, Dad?" A young seven year old Carlos asked, playing with an__NES syst__em._

_The game in question was Metroid which Carlos enjoyed because he got to blast evil aliens._

_"To understand how the video_ _games work so when the time comes and the video games come to life and begin their campaign to take over the world you will know what you must do when you form the Resistance."_

_"Resistance?" Carlos asked, shooting a missile at a Metroid._

_"Yes, the Resistance. The one that will unite humanity together and banish the evil." Carlos's dad declared proudly. "Viva La Revolution!"_

_Young Carlos could only sigh in dismay at the insanity of his father. "You've been watching the Terminator late at night again haven't you?"_

_"That is hardly relevant. The only way time travel would ever work is if the world was engulfed by a bubble energy that negates the laws of reality from a super advanced computer_._" Carlos's dad said, sounding scientist…_

_Or a loony._

Xxx

"I hate when he's right." Carlos sulked, realizing that his insane father had been right.

_Again!_

'How the hell does he do it?' Carlos thought, unable to understand how his nutjob of a father was always right about these things.

"Let's just hope this Lord Fear doesn't cause too much trouble. We have our hands full with the new hacker on the loose." Aelita said.

"Wishful thinking, Aelita. If he's anything like XANA or Megabyte we'll be hearing from him pretty soon." Gwen sighed as she leaned against the wall. "What's with all the digital stuff we're dealing with now? I thought Lyoko and XANA was a one off."

"The perks of adventure Gwen." Cody shrugged with a helpless smile on his face.

"I know, isn't it great?" Izzy asked with a big smile forming.

Gwen rolled her eyes. "Yeah, great. Let's just make sure this doesn't spill into another big war, all right? We barely came out of that viral war alive."

"Don't remind me." Heather said in agreement.

"So how do we find this Lord Fear character?" Kurt asked, getting back on the main subject.

"I scanned Sparx before the last attack and if Lord Fear shares the same characteristics of a specter like Sparx does all I have to do is use system capable of scanning the entire city…Like a satellite." Aelita answered.

"Because a satellite is the only kind of computer hovering over us with any kind of scanning capabilities." Noah surmised.

"Right. We scan all of France until we find a signature matching Sparx's." Aelita nodded.

"And then what?" Geoff asked. "We don't exactly have super powers out here in the real world. What can we do?"

"Why not let Sparx handle it?" Cody offered.

"We're not letting someone fight a bad guy alone, Cody." Bridgette admonished and shook her head. "That's not what we do."

"Yeah. We're heroes." Geoff agreed.

"Heroes!" Izzy exclaimed emphatically.

"What about XANA? What will he do when he finds out about this?" Cody pointed out.

"Chances are he already knows." Aelita replied simply. "After the previous attack I would be surprised if he wasn't already looking into the mysterious hacker."

"Well what do we do?" Geoff asked, unable to think of what they should do.

"First off, we help Sparx find this Lord Fear. There is a chance he has a connection with the attack since it seems to revolve around Sparx and this whole Sixth Dimension." Aelita stated.

"Good idea." Kurt nodded.

"The next step is we try and track down this hacker before he launches another attack or sends a super virus like Nephilim to try and take control of Lyoko." Aelita continued.

"I can try and upgrade the anti-virus scans." Cody offered.

"And then…I don't know yet. We don't exactly have a lot to go on here." Aelita shrugged.

"That's all right. We still have a plan." Geoff said reassuringly. "I'm sure this Lord Fear won't be any trouble."

Xxx

"Please leave me alone! I helped you already!" Mr. Cheseborough cried out as he stepped, tripping on his feet and fell onto his back.

"True and I need your help again." Lord Fear stated as he stood over the terrified science teacher. "I need to help bring my…friends back."

"Back?" Cheseborough squawked in terror.

"Yes. Back." Fear chuckled as he stretched his neck out and leered down at the mortal. "And with your know-how, your science, your savy, it will be possible."

"But I don't know anything about building spaceships!" Cheseborough yelped.

"Fortunately you don't have to." Lord Fear reached into his cloak and pulled out a piece of the Amulet of Zoar that he had found before following Mark to France. "This is the piece of an amulet that can summon anyone here from another dimension. It is only one piece and without another it will not work but your science could possibly find a substitute source that I can use."

Xxx

"The new program is up and running." Rick stated, pressing the enter key and launched the finished program. "This time I'm ready."

'**Be careful, Rick. The brats will be ready this time**.'

"We'll see about that."

Xxx

**Provinces Opera**

"I honestly believe that today will be a fun day, Mark. We'll see all sorts of neat stuff." Simon said, taking a sip from his coffee.

"It does sound like fun, Dad." Mark admitted, looking down at his cell phone and was disappointed to see that Sparx had not returned any of his calls.

What is she up to?

Did she find Lord Fear?

Was she sent back to the Sixth Dimension?

Did Lord Fear now have free reign in France?

"Come on, Sparx." Mark whispered as his dad quickly washed the coffee cup. "Where are you?"

Xxx

Sparx looked at her communicator, knowing that Mark had sent her another message. It was obvious Mark was wondering what was happening to her and she should call him back. Only she didn't know what to say.

'Hey, Mark. How's it going? Me? Oh well I just teamed up with a bunch of humans who have a secret dimension that gives them super powers and they are fighting a bad guy who is out to destroy the world like Fear and Kilobyte.' Sparx thought in her head.

It was a bad idea to get Mark involved. He already had enough trouble with just helping her and Ace stop those carnival loonies. If he ended up getting involved then he would be in as just danger as he was back at the Carnival of Doom. She was confident in her abilities but she didn't know if she could protect him from that XANA thing that Aelita and the others talked about.

'Sorry Mark. I can't bring you into this.' Sparx sighed, putting the Lightning Communicator away. 'You risked too much for me already.'

Xxx

**Kadic Academy**

"Come on, come on." Dirty Rat said as Cheseborough was dragged into the science lab that was now empty since school was done for the day.

"Please, please let me go. I won't tell anyone." Cheseborough begged, falling onto his knees.

"Shut up." Lord Fear snapped, closing the door behind him. "Now Mr. Cheeseman we have found a laboratory for you to work in. Now you will help open a portal to our dimension and bring back our fallen colleagues. Should you succeed you will be rewarded beyond your wildest dreams. Fail and you will be subjected to great horror the likes no mortal have ever seen."

"Can we do that anyways my lord?" Staff Head asked curiously.

"All right, all right! I'll help you!" Cheseborough cried, kneeling before Lord Fear. "Please have mercy. I'll do it."

"Good." Lord Fear grinned. "Now get to work."

Xxx

**Factory**

"Thanks guys." Sparx said once a room in the factory had been set up for her.

It was pretty Spartan but that was easily solved with the transformer that would allow Sparx to charge herself back up. Simple comforts included a bed that would allow her to rest even if she didn't need to sleep like mortals did but even Lightning Knights needed to sleep and could even dream on a few occasions. Her Lightning Flash was stationed on the roof but Sparx could easily call it down into the lobby if she needed to leave or ended up in the middle of another fight. Sparx was suddenly reminded of the Lightning Tower and Mark along with the other mortals who helped her and Ace out back in America, the place she had been in before following Lord Fear to France.

All in all the new Lightning Headquarters had been set up with brand new allies to help stop Lord Fear and maybe even Kilobyte if he ever comes back.

"It was our pleasure." Cody said with smile.

"Yeah, love to help our fellow heroes." Izzy giggled.

"Yeah, help." Noah commented and got elbowed in the back by Bridgette. "I mean, it's great. Great, awesomely great."

"All right, if we're done with the inspection we need to get back. It's getting late and we all have work in the morning." Heather spoke up.

Aelita yawned. "You're right, Heather. I have some assignments to take care off and I'll need some sleep."

"Come on, we'll walk you back to school. Can't be too careful with all the wierdos out there." Trent offered which almost everyone agreed.

"Thanks guys." Aelita smiled gratefully.

Xxx

**Sixth Dimension  
Circus Tent**

Kilobyte watched as the lines of codes colored black and red slowly condensed themselves in a sphere that resembled a black egg with the Eye of XANA drawn on the shell. "So, this is the new monster?"

"Created from the combined coding of both yours and mine." XANA spoke through the Spiderling. "Without our combined codes it will be unstoppable."

"Excellent." Kilobyte grinned as he held up the egg. "Things are about to become very interesting in the mortal world."

"What of the two interlopers that still run free?" XANA questioned.

"I will deal with them shortly. I just want to have some more fun with my hunt." Kilobyte said, amused at the entertainment he would enjoy from tormenting Lightning and his beloved. "I want to show them the depths of the despair I will unleash."

XANA offered now reply.

Xxx

**Sixth Dimension  
Somewhere in the Carnival of Doom**

"Ace, where are we going?" Lady Illusion whispered as Ace led her through the bowels of the Carnival of Doom.

"There's a hidden portal in the Haunted House. Chuck used it to bring Sparx back to the human world and if we're lucky it'll do the same for us." Ace whispered.

"Ace, we shouldn't." Lady Illusion stopped, making Ace turn to face her. "It's exactly what Kilobyte wants. He wants you to lead him to the portal so he can return to the mortal world and he has a new ally."

"A new ally?" Ace questioned, remembering Giant Georgy Wayne telling him something similar. "I heard something about a new ally."

"Ace, there are whispers of something not right in the Sixth Dimension. Some kind of new power growing here in the carnival and it's slowly reaching out to take control of everything. I have heard whispers of something that is conspiring with Kilobyte." Lady Illusion explained. "It's hidden even from my minions, I can't see what it is. I only know that its power is great and terrible and unlike anything I have ever felt…aside from when I was first upgraded by Kilobyte."

"You think it's something similar to Kilobyte?" Ace questioned.

"I'd know, Ace. I don't know."

Xxx

**Kadic Academy  
Science Lab**

"Now teacher, your science was able to prove useful against Ace Lightning before. Now you will help bring back my fallen minions." Lord Fear said as Cheseborough turned on the computer he was sitting in front of. "And once they are back I will finally exact my revenge on Ace Lightning once and for all. And then no one will stand in my way, not even Kilobyte."

For his part, Cheseborough was silent and looked down at the ground, shaking silently.

"A brilliant plan, your Lordship." Staff Head said, praising its master.

"Yes, indeed it is my loyal staff." Lord Fear looked down at Cheseborough. "Now, how long do you estimate it will take to open a portal to the Sixth Dimension?"

"Well, the physics of opening a hole between dimensions is…difficult to say the least. It has never been successful and without something that could stabilize the rift for long I don't know I can even hope to even create it."

"I believe this will help." Lord Fear reached into his cloak and pulled out a golden piece.

Dirty Rat gasped. "Is that a piece of the Amulet?!"

"Indeed it is my Rat. A piece of the Amulet that I managed to retrieve before making our journey to this little corner of the mortal world." Lord Fear held out the piece in front of Cheseborough who stared at in bewilderment. "This will be your instrument."

"Wh-What is it?" Cheseborough stuttered.

"The piece of the greatest power in the universe that will soon be back in my hands." Lord Fear clenched his bony fist around the Amulet piece. "Without another piece I cannot open a portal to summon anyone back from the Sixth Dimension. However if your technology's abilities are amplified by the power of the Amulet it can open a portal back to the Sixth Dimension and summon my minions back to finally help me conquer this world."

"That's great boss!" Dirty Rat laughed enthusiastically.

"Of course it is, vermin. It is our Lord's plan." Staff Head said condescendingly towards the flying rat. "His plans are always brilliant."

"Really, then how come we don't win?" Dirty Rat asked out loud.

"Shut up!" Lord Fear snapped and smacked the rat away. "I have made mistakes in the past but I have only learned from my mistakes and what I must do to finally take over this world for my own. And in the end, Lord Fear will reign surpreme."

Cheseborough shivered as Lord Fear threw his head back and laughed.

Xxx

**Near Kadic Academy  
Local Park**

"I really wish we didn't have to use the sewer." Heather mumbled as she climbed out of the sewer and into the park close to Kadic Academy.

"After all this time I thought you'd be used to it." Bridgette said. "It's not so bad once you're used to it. We don't really smell anything because we're too busy rushing to the factory in the middle of an attack."

"Going through the sewer is awesome! It proves we're a secret team!" Izzy commented and giggled. "We go through the sewers to our hidden command center to fight evil!"

"Yeah, yeah, I get it Izzy." Heather waved off the comments. "Let's hurry though. I wouldn't want to be caught outside in the middle of the night by some hooligan."

"This is France, not New York." Gwen pointed out.

"Yeah and there are still hooligans lurking in the night." Heather replied as they started walking. "And just recently evil video game characters."

"Yeah, I still find it hard to believe." Trent commented.

"Anymore than the idea of life out there in the internet?" Aelita asked, bringing up their previous adventure.

"Oh right. Mainframe, the Net, and all that other stuff. I can't believe I almost forgot about all that." Trent laughed.

"Considering what we went through I find that hard to believe." Courtney commented. "I still remember that creep Megabyte. You think he's related to this Kilobyte Sparx spoke of?"

"I doubt it but he's probably just as dangerous." Noah answered.

The group came upon the gate to the grounds of Kadic Academy, stopping just out of sight of the security cameras.

"Well, here we are. Good night, Aelita." Geoff said with a smile

"Thanks Geoff and good night everyone. Something tells me we will be needing a lot of sleep." Aelita smiled as she walked through the gate.

"I hear that, girl." LeShawna chuckled as everyone waved their good-byes to the leader of Team Lyoko and left.

Aelita walked towards her dorm building but stopped when she saw a light on in the science building. "The computer lab? Who would be up at this hour?"

The answer to her question came in the form of something cackling that instantly made her jump. The laughter didn't sound like something she would expect from a teacher and she saw a shadow that looked like a rat.

A rat with wings.

Aelita quickly snuck into the science building, tip-toeing through the hall and came upon the door. She turned the knob slightly and looked inside to see what was going on. Her eyes widened and she covered the mouth to hide the gasp that nearly gave her away. Inside was a teacher talking to a skeleton dressed like a Victorian noble holding a staff that seemed to be alive and a rat dressed in a spotted clown suit and bat like wings hovering around the teacher. She recognized the skeleton from the Ace Lightning and the Carnival of Doom image cover.

That was Lord Fear.

Aelita simply couldn't believe it. Lord Fear, the villain Sparx spoke of was inside her school and apparently speaking with a newly arrived teacher. This was either a coincidence or some sort of weird fate event that was meant to happen to her as she was already fighting to save the world from another great evil. She almost felt like she was the heroine of a story of heroes vs villains.

Or some crazy fanfiction.

Dirty Rat sniffed the air. "Boss, I think we got company."

Lord Fear narrowed his eyes and looked around, stopping at the door. "Yes, my fateful rodent. I do believe we have a spy."

Aelita stiffened as she realized she had been spotted just as Lord Fear pointed his staff at the door, the orb glowing bright orange.

"Sorry, class is over." Lord Fear laughed.

Staff Head's orb fired its plasma beam.


	9. Chapter 9

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Noah 2.0**

"**Mark, got your email and I got to say you really need a vacation which is kind of funny considering…Well, at the very least you get to enjoy Paris. That's something to be optimistic about. And don't worry about Sparx mate, she can look after herself.**"

"Sometimes Pete, I wonder about that." Mark muttered after listening to his friend's email.

Xxx

Aelita shut the door and ducked as the plasma beam from Staff Head burned through the door knob. Spinning around just as the door was knocked down by the blast.

"A spy." Lord Fear grumbled, raising Staff Head upright. "Rat, keep an eye on the teacher. I will deal with our spy."

"You got it, boss." Rat nodded, hovering close to Cheseborough who whimpered in fear.

Lord Fear stretched his neck out into the hall, spotting Aelita as she ran around a corner. "You won't get far."

Xxx

'Here. Here of all places, I had to find that Lord Fear character here of all places.' Aelita thought frantically. 'How the hell do I get myself in these situations?'

It was like something that happened on a television show with super heroes or on a story written by someone who loved making coincidences like these.

("No more breaking the fourth wall!" Lord Maximus shouted.)

'I got to warn the others!' Aelita quickly pulled out her cell phone.

"You cannot hide, Lightning Spy!" Lord Fear's voice shouted from behind her.

'I just hope this doesn't end up on the front news. We'll have to go back time after this.' Aelita thought as she quickly speed dialed the nearest number she found.

Xxx

RING!

RING!

Noah's eyes flashed in annoyance as he dropped his book and picked up his phone. "If this is another automated message I might just-Oh." He stopped his planned rant when he saw Aelita's name on the caller ID and knew she wouldn't call unless it was important so he quickly pressed the answer button. "Yo Aelita. Let me guess, another activated tower?"

"_No but close. I found Lord Fear. He's in my school!_"

"Seriously?!" Noah shot up. "That Lord Fear guy is in your school?!"

"_Yes and he's chasing me!_" Aelita shouted as Noah heard what he thought was an energy blast after hearing so many kind of energy attacks in Lyoko.

"Hang on, I'll get the others!" Noah jumped to his feet. "Just don't die!"

"_Gee thanks, Noah!_" Aelita shouted before hanging up.

"…I really need to work on my social skills." Noah mumbled as he dialed the number he had for Sparx's phone.

Xxx

Aelita made it out of the school and into the woods, almost taking the default path to the sewer hatch that she normally took to reach the factory. The only problem was this wasn't a XANA attack. It was the attack of video game characters with no tower needed to keep them in the real world. She couldn't go to Lyoko and shut down a tower but…

'I can still use the Return to the Past to go back before this happened. That way we know what Fear is doing at my school and can bring Sparx along.' Aelita thought over in her head.

"I think she went this way boss!" Dirty Rat shouted from behind her.

An engine was heard humming as Aelita rushed into the park towards the sewer hatch, hoping to find shelter below and remembered that going to Lyoko was pointless. Lord Fear didn't need a tower to be in the real world. Just as the sewer hatch was inside Lord Fear came down on the Doom Wagon, hovering just above the sewer hatch, chuckling as he pointed his staff at the shocked leader of the Lyoko team.

"Nowhere to run, young miss? Don't you know it's a school night?" Lord Fear joked, stretching his neck slightly.

"Time to put you to bed." Staff Head quipped.

"And time to put you back in your coffin."

A purple bolt hit the Doom Wagon's engines, causing it to spin around and crash into the ground, knocking Lord Fear onto the ground.

Up above hovered Sparx on the Lightning Flash with her sword pulsing with electricity. "What's the matter bonehead? I'm not fun to play with anymore."

Lord Fear stood up, glaring up at Sparx. "Should have figured you'd show up? You Lightning Knights are so predictable. But then again…I can play one of my favorite games as well. A shooting game!" He pointed his staff at the Lightning Flash and fired, hitting it just as Sparx jumped down, landing perfectly on her feet.

"You missed." Sparx said before leaping forward, swinging her sword.

Fear parried her blade with his staff and the two digital warriors immediately slashed and clashed their weapons together, releasing sparks with each hit. Sparx was highly aggressive and utilized aerobatic gymnastic skills as she spun, twirled, and leapt as she attacked to try and break through Fear's defense. Lord Fear however utilized only the barest of energy as he blocked or parried Sparx's attacks, relying on enough energy to move or defend against Sparx and controlling a line of distance between them to properly attack at the right time.

As this fight continued Aelita's phone rang and she quickly answered. "Noah?"

"_We're all at the factory, Aelita. Where are you?_"

"I'm still in the park. Sparx is here, fighting Fear but it doesn't seem to be going well." Aelita said, watching as Lord Fear fired an orange beam that Sparx barely dodged. "The fight could go either way at this point."

"_Should you really stick around?_"

"There's no point in being at the factory, Noah. There's no activated tower." Aelita replied, cursing herself for not being able to help. "Staying at the factory will not change a thing."

"You got that right."

Aelita's eyes shot up, seeing Dirty Rat hovering over her with a nasty grin. "Hi cutie."

Aelita threw her phone up, smacking Rat in the face which earned a cry from him as she ran into the woods.

"Why you little-" Dirty Rat growled and flew after her.

Xxx

"Aelita? Aelita, are you still there?" Noah asked before the signal died. "Crap. I lost her signal."

"We got to help her." Bridgette said urgently.

"With what? You know she was right. We can't help her or Sparx without super powers and we're in the wrong world." Heather pointed out.

"There's got to be something we can do."

Noah frowned in thought. "I think there is…But it's risky."

Xxx

Within the depths of the Carbon Copy XANA's Avatar that had been sitting on the floor of his lair in a meditative position opened his eyes. "I sense something…Aelita's group are up to something again…The Translation Program."

Xxx

Lord Fear grunted as he blocked another slash from Sparx. It was evident the young Lightning Knight had grown in skill since the last time they had met but he had become more powerful since defeating Kilobyte and he would not let this 'Sparxy' upstart to best him. He twirled his staff, blocking and parrying Sparx's sword as the two circled each other. Sparx in the meantime was struggling to not get frustrated as she still couldn't penetrate Fear's defense.

In the past she could go toe to toe with him but now he was even stronger now. It was like defeating Kilobyte had totally skyrocketed Lord Fear's power to the point only her skills and experience was keeping her moving.

"Enough of this." Lord Fear said before stretching his arm out, wrapping it around Sparx's neck and flinging her across the park.

Sparx grunted as she rolled across the ground but managed to hold onto her sword. She jumped back onto her feet as Fear prepared to fire an energy blast from his staff and jumped to the right, glancing as the orange energy scorched the ground. Sparx lunged forward, clashing with Fear's staff again, grunting to push the old skeleton back.

"Try all you want, Sparxy. I am more powerful than you could ever handle." Fear chuckled as the orb on his staff glowed bright orange again.

He broke the lock and spun his staff above his head, slamming it into the ground and releasing an orange shockwave that hit Sparx and knocked her off her feet. Sharking her head, Sparx looked up anf gasped as she saw Staff Head's orb pointed right at her.

"Now that the pleasantries are all done, tell me. Where is Ace Lightning? He should have followed me here with you but I never saw him." Fear stated.

"He's on vacation." Sparx snapped.

Lord Fear chuckled. "Oh let me guess. He's too busy mourning the unfortunate demise of the traitor to care what happens to his precious mortals."

Sparx only glared which seemed to answer his question.

"Oh, this is so good. After years of dealing with that costumed clod who crippled me and trying to destroy him only for the loss of his dear love to be the one thing that truly defeats him." Lord Fear threw his head back and cackled. "This will only make my victory all the sweeter when I return to the Carnival with my army."

"Good luck with that, bone head." Sparx snarled. "The Amulet's all the back in America and you're here. What can you do here?"

"I'm sure you'll find out…Back in the Sixth Dimension."

Sparx closed her eyes as Staff Head's crystal sphere glowed bright orange but before the blast that would send her back into the Sixth Dimension came a laser bolt shot out and hit Fear in the shoulder, causing him to cry in pain as he staggered back.

"Is this a private party? Or can anyone join?"

Lord Fear and Sparx looked up, seeing Noah only he was wearing his Lyoko outfit with his right hand resembling a laser cannon.

Lord Fear growled. "Who are you?"

"Noah." Noah simply answered and fired another laser shot that Lord Fear blocked with his staff.

Sparx rolled away and grabbed her sword as she jumped back onto her feet before spinning and fired a purple lightning bolt at Fear who staggered back from the combined assaults. Seeing the battle was no longer in his favor he jumped back onto the Doom Wagon that had slowly repaired itself and hovered off the ground.

"You have won this round but the war has just begun!" Lord Fear shouted and cackled as he flew away.

"Keep dreaming bonehead!" Sparx called out to the fleeing skeleton.

"While I find the classic villain exit and hero banter entertaining, where's Aelita?" Noah asked.

Xxx

Aelita was panting now as she ran through the forest, leading that flying rat away from the school.

"Here, pinky, pinky! Here girl!" Dirty Rat called out from behind her.

'Oh, that's original.' Aelita thought as she ran a hand through her hair. 'Seriously, just when did my hair get so much attention?'

"There you are!"

Acting on reflexes she gained from years in Lyoko Aelita ducked and the rat slammed into the tree behind her, groaning as he slid to the ground.

"See ya!" Aelita said and ran off, leaving the Rat to nurse his aching head.

"Since when was this so hard?" The Rat complained as he flapped his wings and slowly flew away.

He seriously needed a vacation.

Xxx

**Factory  
The Lab**

"Noah used the Translation program to materialize his Lyoko form to help you two. We tried to convince him to use it on us but he was too afraid of XANA taking advantage of the whole fight. Good argument, considering what happened last time." Gwen said absently.

"I figured the best way to fight Fear would be to use it on myself instead of the others. XANA would have taken the chance to infect everyone for sure but it would be pointless since he already scanned my DNA so I am worthless to him." Noah explained.

"So now that we've saved Aelita from Fear, can we find out what Fear was doing at Kadic Academy in the first place?" Heather asked.

"He was speaking to someone in the computer lab. I think it was a teacher but I've never seen him before so he might be a recent one." Aelita answered.

"A teacher?" Sparx asked, frowning. "Did you catch his name?"

"No. There wasn't enough time." Aelita shook her head.

"You know something Sparx?" Bridgette asked.

"Nothing really but I know of a science teacher from Mark's town that did some work for Fear. He was captured by Kilobyte and sent to the Sixth Dimension but we rescued him. Haven't heard from the guy since then." Sparx explained, leaning against the wall with her arms crossed. "From what I heard he was a bit of a nutball."

"And you think he's here?" Cody asked.

"Don't know. Never saw the guy." Sparx shrugged.

"Well if he's here now maybe that's why Fear is here now. Maybe he moved here because he want's that guy do something for him." Trent commented.

"But what? What could he do for Fear all the way here?" Geoff asked.

"Beats me." Sparx stood up. "But we better talk to this guy and fast. I don't like Fear running around in a city like this. It's be too easy to lose him and he'd back in Conestoga Hills before I knew it."

"I don't like someone like him discovering us but Sparx is right. We need to know what Fear is up to and fast." Aelita nodded. "And we better set some more fire walls for the Translation Program. The last thing we want is XANA try to and interfere."

"You think your XANA thing will want in on this?" Sparx asked.

"Not think, know." Almost the entire group answered.

"Knowing XANA, he'll wait for the right opportunity before he makes a move. We have to be ready for when he does and he'll either use Fear or someone else to try and finish us off without needing to dirty his hands." Aelita stated.

"Sounds like Kilobyte." Sparx commented. "Already hate him."

"I like her." Izzy commented with a grin.

"Of course you would." Cody said with a smirk.

Sparx smirked back. "Who wouldn't like me? But before I track down this science teacher I think should talk to someone else first."

Xxx

XANA smirked as he watched the recording of Noah and Sparx driving Lord Fear off. "A new player has entered the game. This is truly becoming interesting."


	10. Chapter 10

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Noah 2.0 Part 2  
Dark Wings**

"**Hey Mark! Chuck-man calling from America to check on his favorite fellow hero! I hear Lord Fear's in France and Sparx is there too! Man, you just cannot get a break can you!**" Chuck laughed. "**Well, look on the bright side. It's just Lord Fear and Rat and without any pieces of the Amulet no more bad guys to show up!**"

"I hope so, Chuck. But things have a habit of turning for the worse when they look better." Mark said as he logged off.

Xxx

**Sixth Dimension  
House of Illusion**

Ace Lightning sat down on the floor of Lady Illusion's room, closing his eyes as he tried to send a message to Chuck.

"Come on, Chuck-dude. Please answer." Ace whispered.

"Are you sure this will work, Ace?" Lady Illusion asked.

"It has to." Ace answered. "I know Chuck will answer."

Xxx

**America  
Conestoga Hills  
Mugel Residence**

"There's a hero…There's a hero in us all…" Chuck sang softly as he looked at his laptop, monitoring the game.

Ace was in there somewhere and he wanted to be here when Ace sent a message and thankfully he didn't have to wait long. His laptop beeped as the screen showed black with blue letters appearing in the center.

_Lightning here. Am with Lady I in 6D. Need help._

Chuck quickly typed. _Chuck here, Ace. Don't worry. Will find piece of Amulet._

_How are others?_

_Mark in France with his dad on business trip. Fear and Sparx are there too. Fear is lot stronger than before._

_Where is France?_

_On other side of the planet._

A simply explanation but Chuck had no time to go into technicalities. The screen was blank for a moment, leaving Chuck to guess Ace was processing the information. _Why?_

_Don't know. Mark is trying to keep in touch with Sparx._

_Hurry and find Amulet Chuckdude. Kilobyte is here and is looking for us._

_On it, Ace. Will find Amulet and tell Mark._

_Hurry, Chuckdude. Lightning out._

Chuck stood up from his desk. "Oh boy, I got a mission!"

This was perhaps the most exciting moment of his life aside from learning that Ace Lightning was real. He had to hurry though.

"Hang on, Ace. Chuckdude's to the rescue."

Xxx

**Sixth Dimension  
Circus Tent**

"So Lightning has a contact back in the mortal world." Kilobyte stated, looking over the imaged recoring of Ace's messages that was being projected from a nearby Spiderling. "He cannot be allowed to return through the Amulet."

"Then perhaps it is time to test our new alliance." XANA suggested through the Spiderling.

"I am listening." Kilobyte replied.

"By combing my towers with your ability to virtualize anyone into this world we can remove in our way." XANA explained.

"And we can start by removing any obstacles." Kilobyte grinned. "It shall be done."

Xxx

**Lyoko  
Swamp Sector**

A tower surrounded by large trees glowed bright red, showing that XANA was on the move.

Xxx

**Kadic Academy  
Aelita's room**

Aelita's head turned as her computer beeped, showing an activated tower.

Xxx

**America  
Conestoga Hills  
Kent Bros. Carnival  
'The Carnival of Doom'**

Chuck stopped his bike in front of the carnival, seeing it was technically closed for the day but he had nothing to worry about. Kent didn't really care if a single kid snuck in, especially since it had become a habit ever since Ace Lightning had come to life. As he parked his bike the telephone wires sparked as electricity traveled down to the ground.

"Uh?" Chuck turned around, hearing something near the telephone pole.

Thinking it was possibly something not normal he slowly walked over, closely inspecting the telephone pole.

"Guess it was-" A black foggy tentacle shot out of the ground and grabbed Chuck who let out a scream before there was a bright flash of light.

And then it was quiet.

Xxx

**Mountains  
Former Schaeffer Residence**

Rick Hummel had not been idle since the last failed attack. If anything he was even more determined to take control of the Lightning Knights, defeat Kilobyte and take over the world. Right now he was reviewing a program submitted to him by Lyon of his finest creation. He was modifying it to compatible with Kilobyte's programing instead of XANA's due to the fact that XANA had absorbed the original. By combining their most powerful programing they would create a new digital entity that would be more powerful than XANA and Kilobyte put together.

"Okay, checking checking…" Rick whispered as he looked all the data.

"**Scanning for errors. None.**"

"Preparing program…And…" He clicked the 'enter' key. "Launch."

It seemed like the program had been launched but for a moment there was nothing but silence.

"Okay, did it work?" Rick asked out loud.

"**Nothing is wrong with the program. There should have been-**"

Lyon's message stopped as the screen became snowy for a second.

"What the-" Rick stood up, looking around.

"**What happened?**"

"I don't know. I think it came from outside." Rick looked at the door. "I'll be right back."

Rick walked out of the house, quickly finding the source of what had caused the explosion.

When he saw it, his jaw nearly dropped. "Holy…"

Xxx

**Total Drama Studio  
Living Room**

"All right. We'll keep an eye on things. See ya." Cody hung up his cell phone and turned to the others in the room who had gathered on the instructions of the caller. "That was Aelita. She said a tower was activated for a few seconds before it shut down."

"Who was it?" Trent asked.

"XANA."

"Well that's just great. No way will we know anything before the real attack. He always covers his tracks too well." Heather mumbled.

"No surprise though. He must be planning something, especially if he knows about Sparx." Geoff commented.

"Aelita already checked with Sparx and she's fine." Cody answered.

"I sure wish we could hack XANA for once and find out just what he's thinking." Bridgette said, sitting down.

"Trust me, Bridge. You're better off never knowing what goes on inside that computer brain of his." Gwen shook her head.

"Is there anything we can do?" Trent asked.

"I could check local news and see if anything is going on. If there's a XANA attack that's big enough it's going to be reported." Cody offered.

"I'll check the Internet for any viruses or strange hackings." Noah said, pulled out his laptop.

Xxx

"Hmm?" XANA narrowed his Avatar's eyes looking up. "I sense something…A presence I did not expect to feel again. Lyon, what are you up to now?"

Xxx

**Provinces Opera  
Hollander Room**

"No, I haven't heard from Chuck since this morning. Is he all right?" Mark asked, looking the image of his girlfriend on the computer.

"_He disappeared, Mark. His mom's been calling people non-stop, asking about him. What did you speak to him about?_" Kat asked.

"He said he was going over the carnival to find a piece of the Amulet to bring Ace back." Mark answered. "Lord Fear's here in France now. There shouldn't be anyone there. Unless…"

"_Unless what, Mark?_"

"Unless Kilobyte has somehow come back."

Kat seemed to pale slightly. "_But Mark, you and Ace destroyed him. Right?_"

"I'm not sure but he could be in the game." Mark answered with a sigh.

"_So what will we do? If that tentacle freak is running around we need help!_" Kat said, trying not to look like she was about to panic.

"I'll try and contact Sparx. Maybe she can head back if Lord Fear is not causing too much trouble." Mark said. "I just hope she hasn't got into any trouble. There is a greater chance of people seeing her here in Paris than back in America."

Xxx

**Sixth Dimension  
Carnival of Doom**

"Uhhh…Did anyone get the number of that tow truck?" Running a hand through his hair Chuck stood up and looked around. "Did I…Uh-oh."

Okay, it looked like he was in the Sixth Dimension. So taking a deep breath Chuck began to mentally list all signs that pointed to him being in the Sixth Dimension.

What looked like computer generated environment?

Check.

Wearing the same clothes as Ace Lightning?

Check.

Did he look digitally 3-D?

Chuck quickly confirmed that by looking at his hands several times.

Also check.

"I'm in the Sixth Dimension again!" Chuck exclaimed in excitement and fear.

The excitement was because was in his favorite game.

The fear was because there could be a whole bunch of monsters that could hurt him.

"Okay, okay, don't panic. Don't panic, Chuck. Nothing good ever came from panicking. So just take a deep breath." Chuck inhaled deeply and then exhaled. "And think. Ace is here so I just need to find Ace and get the portal."

An easy enough task, right?

Ace should be easy to find.

Heck, he was probably already at the Haunted House and Chuck could just head off in that direction and get out of here.

"Haunted House, Haunted House…That way!" Chuck pointed the in the direction he knew the Haunted House was in and ran off.

Xxx

**Factory  
Sparx's Residence**

Sparx for the most part wasn't sure what her next move. She chased off Lord Fear from a school of all places, not sure why he was there in the first place but she drove him off all the same. She was smart enough to know that flying in day light in a city like this was a bad idea, especially since it went against the code of the Lightning Knights. She figured it would be best to wait until nightfall before heading out to track the bonehead down and find out what he was planning.

RING!

At least that was what she had considered before her phone rang. "Sparx here."

"_Hey Sparx._"

"Mark?" Sparx hadn't expected to hear from him yet.

In fact she almost forgot about him given all that happened.

"_Yeah, it's me. Listen we have a problem. Chuck's disappeared._"

"What?" Sparx's eyes widened. "What happened?"

"_He left a message, saying he was going to the Carnival to find a piece of the Amulet to bring Ace back but he's been gone for hours now and his parents are getting worried. Sparx, is there a chance Kilobyte somehow came back?_"

"What? No way! You, Ace, and the bonehead blasted him to bits for good! There's no way he could come back from that!" Sparx quickly answered.

"_Maybe but the bad guys have come back before. And I'm worried about Chuck and Kat. With Ace gone and you here if Kilobyte comes back-_"

"Calm down, Mark. Look, Kilobyte can't have come back because we know Fear hates him more than he hates Ace so there's no way he could have brought Kilobyte back and then come all the way here. But I found out Fear was speaking to a teacher at a school close by where I'm staying."

"_A teacher?_"

"Yeah, weird huh?" Sparx chuckled. "Bonehead's done a lot of weird things but I wasn't expecting that."

Mark was silent for a moment. "_Sparx…I'm wondering if this teacher might be Mr. Cheseborough._"

"That alien obsessed teacher from your school? Why would he be here?"

"_He's wanted by the authorities back in Conestoga Hills because of the ruckus he made at the Carnival that night. He could have fled to France to get away._"

"And what, Fear just followed him here? What could he do?" Sparx sat down on a crate.

"_He made a formula for Fear that drained Ace of his powers. Maybe Fear followed him here because he wants Mr. Cheseborough's help. It does make sense if you think about it. Maybe he wants Mr. Cheseborough's help in bringing the other bad guys back._"

"Okay, sounds like a good place to start." Sparx stood up with an eager smirk. "The teacher knows what Fear wants so I go talk to him."

"_Wait, Sparx. You can't just go and interrogate him._"

"Relax, Mark. I've got it handled." Sparx replied and hung up before he could ask more. "Sorry, kid. But I can't let you get further involved here. You got enough problems."

"As do you."

Sparx spun around, pulling out her sword as a yellow beam collided with her sword, knocking her into the wall. Grunting as she slid to the ground Sparx looked up, seeing her attacker. It was seven feet, human shaped but had a face was lizard-like with angular head with sharp teeth covered in green scales and glowed yellow eyes. It wore black and green colored armor while on its head was a helmet with small horns growing out of its forehead and a tail sprouted from its back. Its hands had sharp claws and from its back sprouted a large pair of black colored bat looking wings.

"Wow…And I thought Pigface was ugly." Sparx commented as she held her sword in both hands. "That's face only a lizard mother could love."

"I could say the same for you, little sparkling." The creature growled, its voice filtered so it sounded like several beings speaking as one as it pulled out a large black lance. "You are to be terminated."

"Tell Kilobyte or Fear it takes more than an overgrown lizard to take me down." Sparx said, readying herself.

"I am Nephilim and I will have my revenge on this world!" The creature let out a roar as he lunged at Sparx.


	11. Chapter 11

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Noah 2.0  
Plans and Surprises  
**

**"Hey Mark. I heard about Chuck. Really bad news but don't sweat it mate, I'm sure he's fine. He's a lot more resourceful than he looks."**

Mark sighed. "I hope so, Pete. I'm going to try and find Sparx and see if she knows anything. I just hope she's all right."

Xxx

**The Factory  
Sparx's Room**

Sparx barely had the time to jump to the side, dodging the black and gold lance that speared through the wall, leaving giant hole. Sparx pulled out her sword and fired a bolt of purple lightning at Nephilim who pulled his lance out and blocked Sparx's lightning attack. Nephilim roared and flew at Sparx who jumped through the nearby window, falling to the ground in front of river perfectly on her feet while a fall like that would have hurt an ordinary human.

Sparx then quickly whistled. "Lightning Flash, to me!"

Her ride flew down just as Nephilim crashed through the wall, roaring as he fell towards Sparx who took off at high speed into the sky.

"You can ride but you can't outfly me!" Nephilim grinned as he flapped his wings and shot after Sparx.

Xxx

Rick grinned as he watched the fleeing Sparx through Nephilim's eyes. "Everything is going according to plan."

"**Yes. Nephilim will assimilate Sparx and then Lord Fear and we will have the advantage over XANA and Kilobyte.**" Lyon stated.

"We better hurry." Rick nodded.

Xxx

"Nephilim…" The Generals of XANA watched as the Master himself stared at the image of Nephilim in the skies above France. "I had not expected him to be recreated. And yet he does not bare the majority of my codes as his previous version did."

"Lyon must have recreated him somehow." Lilith commented.

"I am not one to tolerate such treachery." XANA stated.

"So what is he now?" Sora asked, tilting his head slightly.

"A new form, created from a new source of codes combined with Project Carthage. Another attempt by Lyon to gain control." XANA turned away from the screen as it vanished. "Nephilim represents a danger to our alliance and I do not tolerate such wild cards."

"What are you going to do?" Jinx asked.

"Destroy them…All of them." XANA smirked slightly. "If Lyon believes he is ready now that he knows the truth this time he is as foolish as he is arrogant."

"Are you going to tell Kilobyte?" Lilith asked. "If he and Nephilim team up they might become too powerful even for you."

"No. Let him remain in the dark for a little while." XANA turned away. "This gives us an advantage to accelerate our plans."

XANA was truly interested in seeing the outcome of this new predicament and he was sure he would benefit from it either way.

Xxx

**France  
Paris  
Street of Paris**

"I tell you, Mark, we are going to have a great time here." Simon Hollander said as he and Mark walked down the street. "There is so much we have to see."

Mark would have tried to have a good time if he wasn't so worried about the fate of Ace who was still in the Sixth Dimension and Chuck who was missing somewhere. Duff Kent had come forward, being the one who reported Chuck's bike near the entrance to the carnival and had cooperated fully with the authorities who searched the carnival but Chuck was nowhere to be found. This was enough for Mark to consider that even if neither Lord Fear nor Sparx were still in America there was still something wrong back on Conestoga Hills.

"Hey look!"

"What are those?!"

"They are fast!"

Mark's head shot up, seeing the familiar outline of Sparx on the Lightning Flash being chased by something with wings. "Oh no…"

"Blimey, is there a stunt show going on?" Simon asked thoughtfully.

Xxx

**Total Drama Studio  
Living Area**

"Guys! TV!" Geoff shouted throughout the studio. "You'll want to see this!"

Geoff attracted more attention than he should have but it didn't matter as contestants and TD staff came into the room, wondering what Geoff was shouting about. A news recording of what appears to be a 3-D digital girl being chased by a lizard like monster with wings.

To some a very familiar monster.

The TD Lyoko Warriors all shared nervous glances as they stepped back from the crowd watching the television and headed for the exit.

No one noticed them leave.

Xxx

Sparx swerved through the air, avoiding energy blasts from Nephilim as she tried to shake him through the cloud but losing him turned out to be almost impossible as he slowly gained up on her.

Xxx

"I don't freaking believe it. First a video game comes to life and threatens to destroy the world and now this!" Heather threw hands up in the air as the TD Lyoko gang rushed through the park. "I thought we were done with Nephilim for good!"

"We all did but that was him!" Trent responded, stopping in front of the sewer. "And he's in the real world now too."

"Could this be XANA's doing? His Generals have the ability to materialize in the real world without activating a tower?" DJ wondered as one by one they climbed down the latter into the sewers. "Could he have somehow resurrected Nephilim?"

"Maybe but I don't see the reason why." Cody said thoughtfully. "Nephilim's too dangerous to be used as a General. He might try and break free and infect XANA himself."

"We still need to warn Aelita." Gwen pulled out her cellphone. "As if things aren't crazy enough around here."

"I know, isn't it great?" Izzy asked with an excited grin. "Wait till I go Fox-Style on Nephy's lizard butt!"

"Earth to Brainzilla, Nephilim's in the real world now! We can't fight him in the real world!" Heather exclaimed.

"Heather's right. Without our powers and weapons we don't stand a chance against Nephilim out here." Bridgette said as the group stopped in front of the ladder leading up to the bridge in front of the factory. "We need a new plan."

"I might have one." Noah said, earning everyone's attention. "I did it before by looking through Jeremy's cookbook on fancy programs. But we better call Aelita and fast."

Xxx

Sparx had only managed to make it out of the city with Nephilim chasing over the mountains before an energy beam from Nephilim's lance hit the rear of the Lightning Flash and sent it and its owner spiraling down into the forest of the mountains. Sparx managed to jump and land on her feet as the Lightning Flash crashed in the ground and exploded in a blast of energy and light. Nephilim laughed as he landed on the ground, summoning back his lance as he advanced towards Sparx who quickly fired a bolt of lightning but Nephilim simply blocked with his lance.

"And now the first step to revenge."

Xxx

**Factory  
The Lab**

The elevator doors opened and Aelita walked into the lab, seeing everyone had already gathered. "I got your message. Is it true what you said?"

"Yeah. Sorry but it's true. Nephilim is back." Noah answered with a solemn nod.

"Then there is a lot more going on than we thought we knew." Aelita walked over to the computer. "XANA wouldn't dare bring a threat like Nephilim back but we know someone who would."

"Lyon." Trent frowned. "I thought we were done with him."

"So did I but if he's somehow recreated Nephilim and he's attacking Sparx then he has a connection with whoever sent that monster after her and whoever activated her tower." Aelita quickly looked at the files Noah brought up. "The Translation Program."

"It's our only shot of helping Sparx." Noah said.

"I know." Aelita quickly modified the program and stood up. "That's why I've made my own modifications to the program just in case XANA materialized monsters to a place where you couldn't reach the scanners. We don't have a second to waste. Noah, monitor the program and make sure that XANA doesn't hack into it."

"Right." Noah quickly sat down in Aelita's chair.

"Only a handful of us can use the program and we have to make it quick." Aelita led the others into the elevator.

"So who goes?" LeShawna asked.

"All of us." Aelita simply said as the doors closed.

Xxx

Sparx rolled on the ground, out of the way of Nephilim's foot that nearly smashed her to tiny bits of data. The fight so far had not gone well for her. She was skilled, fast, and athletic but Nephilim outmatched her in sheer power and strength along with his own brand of skills that easily countered anything she used. And he seemed to have an unlimited reserve of power at his disposal while she was running dangerously low.

Nephilim laughed as he cornered her against a tree. "Game over, little Sparxy."

"I don't think so."

Nephilim spun around, catching a flash of light before bolts of energy slammed into him. He let out a scream as the ground around him scorched and burned. Sparx looked up, looking on in shock as the Lyoko Warriors stood ready, here in the real world.

"You're not welcome in this world, Nephilim." Aelita called out to the digital monster as he stared at the warriors.

"You…I know you." Nephilim growled softly.

"We're the guys who helped kill you." LeShawna said, holding her hammer in both hands. "And we'll do it again."

"Yes…You!" Nephilim took a step forward, causing everyone to ready their weapons. "You! You stood in my way before!"

"Having memory issues?" Trent asked, keeping his guitar trained on one of the Lyoko Team's worst enemies.

"I am not like my previous incarnation. I am my own being, not guided or corrupted by the codes of XANA." Nephilim pointed his lance at the group. "I have been reborn and I have my revenge on all of you!"

"Here we go…" Gwen whispered.

Nephilim roared as he spread his wings out and prepared to rush the group. However he turned his back to Sparx who quickly fired a bolt of lightning that hit him in the back, causing him to stagger forward. That was all the time and opening needed for the Lyoko team to attack Nephilim head on, firing bolts of energy into him as LeShawna swung her hammer and slammed it into his torso, sending him flying through the forest, causing trees to topple over as he slammed into them but kept shooting down the mountain.

"And always remember, you'll never beat us!" LeShawna shouted down the trail of knocked over trees.

"I really wish we didn't have to knock over so many trees." Bridgette sighed once the battle was over.

"Don't worry. We need to do a Return trip anyways." Aelita said as the group walked over to Sparx whose form was crackling.

"Thanks. But who was that?" Sparx asked as Trent helped her up.

"Nephilim, an old enemy we thought was gone." Aelita answered staring at the scorched battleground. "He was created by a man who might be responsible for the monster attacks on us."

"I thought Lyon was done for." Geoff commented.

"We all did, Geoff but only he could have recreated Nephilim and this means our problems have only begun." Aelita said solemnly.

No one disagreed with her.

Xxx

**Schaeffer Residence  
Lab**

"Nephilim failed." Rick banged the keyboard in frustration. "He almost had Sparx cornered."

"**No matter. The test proved to be a success. Nephilim is our counter to Kilobyte and XANA.**" Lyon replied.

Rick sighed but nodded. "You are right. We are ready now."

Just as he finished that the lab was engulfed by a bright light, signifying a Return to the Past.

Xxx

**The Factory  
The Lab**

Following the Return to the Past Noah looked over the recording of Nephilim during the attack. Nephilim not only was in the real world now but he looked different than he did before. He didn't have anything that connected him to XANA like he did when he was originally created from XANA's codes meaning that Lyon not only was able to recreate Nephilim but he recreated him from a completely new and different source. And without a way to scan those codes there would be no way to see where this new Nephilim had come from.

It's not like Noah had a program that could actively scan-

Noah's eyes widened as he got an idea and thought it over. "This could work."

An entirely new upgrade to give them a better chance against Nephilim, XANA, and all the other bad guys crawling out of the wood works.

Noah had work to do.

Xxx

**Sixth Dimension  
Carnival of Doom**

"HHHHHHEEEEEEEEEEEEEEEEEELLLLLLLLLLLLLLLLLLP!"

This scream was so loud that almost every creature in the Sixth Dimension should have heard it as the Earthling known as Chuck Mugel ran for his life from a trio of monkeys dressed as clowns. Chuck had no idea how to defend himself in the Sixth Dimension so he did the only reasonable thing he could do.

Running and screaming.

"This is so unfair!" Chuck groaned as he ran around a corner…

And bumped right into Ace Lightning.

"Chuck?" Ace asked as Chuck bounced off his larger form.

"Ace? ACE!" Chuck jumped to his feet. "I've been looking everywhere for you!"

"What are you doing here?" Ace asked, spotting the trio of monkey clones rushing around the corner after Chuck and he quickly blasted them. "Did Kilobyte send you here?"

"I don't know. One second I was going to the carnival to find a piece of the Amulet and the next thing I knew I was here!" Chuck panted hard as he tried to catch his breath. "I was trying to get you back but I don't know what happened."

"Kilobyte." Lady Illusion said grimly, earning Ace and Chuck's attention. "He must be making his move now."

"We need to get to the portal and fast." Ace said, pointing to the Haunted House at the far end of the carnival. "We get to the portal we can lock Kilobyte here for good."

Ace quickly led Chuck and Lady Illusion towards the Haunted House, not knowing that they were being watched by a single Hornet that instantly made its report.

Xxx

Kilobyte grinned as he watched the images of Lightning, the traitor and the mortal approach the Haunted House. "And the second phase begins."


	12. Chapter 12

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Noah 2.0  
The Test**

"Hey, Pete. There's been no word from Chuck yet and I'm starting to get worried. If Lord Fear and Kilobyte are back there's no one to keep Conestoga Hills safe. I kept in touch with Kat and she's said nothing bad has happened which is good, I suppose. But I'm only more worried now and if Lord Fear is up to something here in France it can only be bad news for everyone." Mark said, sending his latest message to his best friend in England.

Xxx

**Sixth Dimension  
Circus Tent**

"The test was complete. I can still bring mortals here." Kilobyte stated, speaking to the Spiderling in front of him. "Now we must proceed to the second stage."

"And we will." XANA spoke through the Spiderling. "I have already begun listing targets for us to acquire and test. The moment the tower activates you will receive all the information."

"And the so-called Lyoko Warriors and Sparx?" Kilobyte questioned.

"They will not be able to stop us in time. They have no way of discovering our new strategy in time to make a difference." XANA stated.

Kilobyte smirked. "And Lightning will show me the way to begin the third part of the plan. There will be nowhere for them to hide."

The plan to affect thousands of lives was already in motion and when it was over nothing would be the same.

For the mortal world or the Sixth Dimension

Xxx

Rick paced around the supercomputer in frustration. "Nephilim was complete caught off guard no matter what upgrades we gave him. How can we bring down XANA and Kilobyte with these diversions?"

"**We need a new strategy.**" Lyon typed.

"And what is that?"

"**Something that will turn the attention of our enemies to each other instead of us.**"

"Turn them on each other? How?"

"**By giving them the perfect bate.**"

Xxx

**Lyoko  
Mountain Sector**

The aura of tower sitting on a cliff changed from its neutral blue to fiery red, clearly indicating that XANA was launching an attack.

Or was it only XANA?

Xxx

**Real World  
Multiple Places**

Dawn had come to France to attend an environmentalist convention but she stopped as she sensed a dark presence nearby. "…Great evil lurks nearby."

That was all she said just as a black mist emerged from a socket in the hotal room she was staying at and morphed into a tentacle that grabbed her.

"AHHH!"

"LOOK OUT!"

"WHAT THE-"

"KITTY!"

"EMMA!"

"CARRIE RUN!"

"DEVIN!"

"DUUUUUUDE!"

"OH MY GOD!"

"SOMEONE HELP!"

"A TENTACLE!"

"SOMEONE DIAL 911!"

It happened all over the real world.

Channeling himself through the data portals and streams created by XANA Kilobyte sent his tentacles through, grabbing mortals in his reach from multiple different places and pulled them into the digital dimension. The humans only had a chance to glance and see a single tentacle before they were gone. Their bodies were transformed into data and placed in a data storage unit XANA had set up to imprison a dozen humans and prepare them for…

The reprogramming.

This was the next stage of the plan XANA and Kilobyte had concocted together to dominate the mortal world. Instead of simply imprisoning the mortals into another dimension XANA and Kilobyte would create a new army, an army of digital humans to obey them and take over the world. XANA's powers to affect any electronic device combined with Kilobyte's digitizing and data drain powers allowed them to grab anyone from any place on the planet.

In a single day two greatly dangerous threats completely unknown to the majority of mankind had become the greatest threat to humanity in the history of the planet.

And only a handful of humans could even hope to stop them.

Xxx

**Kadic Academy  
Aelita's Dorm**

"_The number of sudden abductions is staggering and there are no leads on who is responsible and no demands have been made._"

"_A reward has been posted for anyone who comes forward-_"

"_Witnesses have been screaming sights of monstrous tentacles appearing and stealing the abductees before vanishing in a flash of light._"

Aelita watched the news reports on her computer for a moment before turning them off. Multiple abductions had been reported all over Canada and the United States but oddly enough none in France that matched the kind of abductions that were on the news. The strange method of how they all happened led Aelita to believe that this was connected possibly to XANA and possibly the Sixth Dimension as well. She did not know how XANA was connected but something like this could not have happened without him knowing and possibly having a hand in it.

There was also the matter of the activated tower that had shut down just after the last abduction, further cementing Aelita's belief of XANA's involvement.

Only she had no idea what was happening to the people who disappeared.

'Something bad is about to happen. I know it.' Aelita thought grimly.

And she didn't how to stop it.

Xxx

**Forest Near Kadic  
Hermitage**

"With your help my minions will be returned and I will finally take over this world." Lord Fear said, grinning at the equipment that Mr. Cheseborough had set up.

"But I don't know how to bring them back." Cheseborough stuttered. "It-It would take a massive amount of power."

"And you will have it, through this." Fear reached into his cloak and pulled out a small piece of the Amulet he had found before coming to France. "A single piece of the Amulet of Zoar will have enough energy to power anything you need to bring the others back."

"O-Of course." Cheseborough quickly nodded.

"And with Kilobyte out of the way nothing will stand in my way." Fear chuckled sinisterly.

"A brilliant plan, my lord." Staff Head said with a big smile.

"Indeed, my steady staff. But we also have to deal with Sparx. She may prove to be an annoyance before my plan is complete." Fear stated thoughtfully. "Perhaps it's time to see what she thinks of what the mortals call France."

Xxx

**Sixth Dimension  
Carnival of Doom  
Haunted House**

"So where's the portal, Chuckdude?" Ace asked, standing at the entrance to the Haunted House with Lady Illusion and Chuck.

"In the organ room." Chuck answered.

"All right, we better go before Kilobyte finds us." Ace said, looking over his shoulder just in case there was anything following them.

"Be careful, Ace. There are traps inside the Haunted House. Fear made them to make sure to keep intruders out." Lady Illusion cautioned.

"We'll make it." Ace reassured her. "Let's go."

They entered the Haunted House, Lord Fear's headquarters in the Sixth Dimension and perhaps the most dangerous place in the Carnival of Doom.

Xxx

**Circus Tent**

"They're close to the portal." Kilobyte grinned. "It's time we capture them. Capture them all. We will start with the friends of the Lightning Knights and then we will move onto our current prey."

His grin widened when he sensed XANA's power pulsating.

Xxx

**Lyoko  
Ice Sector**

On XANA's command a tower was activated.

Xxx

**Total Drama Studio  
Main Living Room**

"Yeah, Aelita, we're looking at the new report now." Cody said, speaking to Aelita on his laptop. "You think XANA's in on this?"

"_It'd be impossible for him not to be, Cody. There was an activated tower at the time of the abductions but before I called you earlier it deactivated itself and now we're hearing news about abductions._" Aelita replied grimly.

"But how could XANA abduct so many people at once?" Bridgette asked.

"_I don't want to believe it's possible but XANA may have found a way to directly digitize people outside of the scanners._"

Everyone shared a look dread at Aelita's answer.

"I didn't think something like that was possible, even for XANA." Noah put a hand to his chin.

"He was able to materialize his monsters without the scanners. Why couldn't he do the opposite?" Geoff asked.

"_Ironically enough it's easier to materialize than it is to virtualize. At least it would be for XANA. The power needed to directly digitize a being without a scanner would be large and delicate as XANA is basically forgoing all the safety measures the scanners offer. Including the creation of a digital avatar._" Aelita explained.

"Meaning even if we hoped for it we wouldn't have a whole lot of reinforcements. More like a whole bunch of civies who would need our protection on Lyoko." Noah surmised.

"But why? Why abduct so many people? What's XANA planning to do with them? He's never done anything like this before" Heather asked.

"_He could be planning to…Possess them like he did with William._" Aelita answered. "_An entire army of humans…_"

"Under XANA's control." Gwen finished.

"Who could go in and out of Lyoko at their own leisure." Cody caught on.

"We'd be sitting ducks in both worlds." Trent gulped. "We're tough against monsters and generals but a whole army of humans with super powers?"

"Game…Over." Izzy said slowly and dramatically.

"Literally." DJ shook his head. "We got to rescue them."

"But how? There's no way we'll find them before XANA makes a move." Heather pointed out.

That was when the Super Scan went off, detecting an activated tower.

"_He already has._" Aelita said grimly.

Xxx

**America  
Conestoga Hills  
Hollander Residence**

The news of the abductions hadn't reached across all of America yet as it mostly happened in scattered places and in other countries so Conestoga Hills had not received the full news. However it would soon be on the next front page of the news as the next phase of XANA and Kilobyte's plan began.

Fiona Hollander was simply ironing clothes and listening to music when a black smog emerged from a nearby socket and morphed into a tentacle.

There was a scream followed by a flash of light and then nothing.

Xxx

**Kent Bros. Carnival**

Duff Kent had finished cleaning out the Haunted House, glad that the cartoons were gone for now. However a black mist that emerged from the Haunted House sign above him that morphed into a tentacle let him know that the cartoons were not only back.

But they were taking him for a ride.

Xxx

**Conestoga High School**

When Kilobyte chose here it was because the sidekick of Ace Lightning had friends here and he wanted them to see his world.

Brett Ramirez.

Wayne Fisgus.

Jessica Fisgus.

Heather Hoffs.

Nettie Kutcher.

And Kat Adams, Mark Hollander's current girlfriend.

None had a chance to react before they were suddenly grabbed by a black tentacle and vanished in flashes of light.

Xxx

**Outside Conestoga Hills  
Boarding School**

Kilobyte made it a point to know all important figures in the life of Ace's sidekick, including his former girlfriend Samantha Thompson. She was in her dorm room, texting her parents as the black smokey tentacle emerged from the outlet behind here.

There was a scream…

And then nothing.

Xxx

**England  
Burgess Residence**

Mark's best friend from England Pete Burgess was just listening to Mark's latest message. As he listened a black smoke emerged from an outlet.

"Hey, Mark. Sorry to hear about Chuck but I'm sure he'll turn up eventually. In the meantime just keep being optimist-AAH!"

The tentacle grabbed him and released a static shock that fried his computer. Like the rest of the victims anyone nearby heard a scream.

And then it was over.

Xxx

**France  
Paris  
The Factory**

"XANA's abducting people?" Sparx asked, standing next to Noah in the elevator as it traveled down to the lab.

"Yeah and it's only a matter of time before they might turn up on Lyoko. Brainwashed by XANA." Noah said as the doors opened and the two walked into the lab. "Okay Sparx, I'm about to let you in on a secret weapon I was making because of Nephilim but if the others knew Aelita would probably dangle me over the digital sea."

"What is it?" Sparx asked as Noah sat at the computer.

"A while back I made a program that could give us the edge against XANA. It was basically a multi-agent system, exactly like XANA but one that could fight him. Only it didn't go well during the test." Noah answered. "One of his Generals merged with it and became a major problem until he was defeated by XANA himself. I stored original codes and I've been working in them again, only this time I went about it a different way. I planned to merge the program with a human avatar."

"Merge?"

"Basically one of us could have the same powers as XANA, maybe even be like Aelita without needing the Keys to Lyoko to match either them at full power. I was actually inspired by how XANA's General Shadow merged with the original program. If Shadow could fight XANA equally once he merged with my program what would that say for a human who did the exact same thing?" Noah asked hypothetically.

"So why are you showing me this?" Sparx asked.

"Well…I want to test it…On myself. If all goes well I can duplicate the process and then do the same with others and you. We'd have a major power up against XANA, Lord Fear, Kilobyte, and Nephilim." Noah explained as he stood up after activating the automatic virtualization sequence. "The two of us go to Lyoko, we test the program and see if we can take on the world."

Sparx looked at Noah for a second and then shrugged. "All right. I don't see anything wrong with that. Let's do it."

Noah and Sparx entered the elevator and pressed the button for the scanner room.


	13. Chapter 13

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Noah 2.0  
Lightning Knights and Lyoko Warriors Assemble**

"Hey, Pete. I haven't heard anything back from you yet and I hope you're okay. There's been talk of people disappearing on the news. They haven't released any names yet but I'm getting a bad feeling about what's going on here. I don't think Lord Fear is responsible for it but I'm worried this has something to do with Kilobyte."

Xxx

**Lyoko  
Desert Sector**

BOOM!

"Whoa!" Sparx watched as Noah destroyed another boulder and was impressed.

It was like Noah had gained the power of ten Ace Lightnings and could take on an entire army of baddies at once.

"Man, this is a lot more than I thought." Noah commented.

Sparx nodded. "I know."

"Well, on the bright side we now have a weapon to take down Nephilim and Kilobyte. The down side is it's only a matter of time before we get XANA's attention."

"You think XANA's going to try something?" Sparx asked.

"XANA doesn't like competition. If he knows we're stepping up our game he'll do the same." Noah remarked, knowing from experience.

Xxx

XANA smirked as he observed the data of all the prisoners Kilobyte had brought him. "A fair start. Now we know that we can proceed to the next stage."

With a mere thought a tower was activated.

Xxx

Noah heard a beeping sound from the computer while at the same time pulsations echoed across the ground.

"What is that?" Sparx asked, looking at the pulsing ground.

"Trouble." Noah frowned. "Looks like XANA knows we're here and has decided to test us."

Unfortunately for Noah he did not realize what XANA's true plan was.

And by the time he would it would be too late.

Xxx

**Kadic Academy**

Aelita was the first just as she heard her laptop beeping, meaning a tower was activated. She slipped away through to the boiler room but just as she reached the door she felt something grab her and she let out a scream before vanishing in a flash of light.

Xxx

**Total Drama Studio**

Just as it happened all over the world the tentacles appeared in the studio, grabbing the targets before they even realized what was happening.

And all they saw was a flash of light.

Xxx

**Lyoko  
Desert Sector**

Noah and Sparx were about to follow the pulsations when they suddenly stopped. "Uh, Noah? Why did they stop?"

"The tower must have shut down. This is odd, even for XANA." Noah frowned. "We better devirtualize and find out what's going on."

Xxx

**Total Drama Studio**

"What do you mean they're gone?!"

Kurt seemed unfazed by Noah's sudden outburst. "I mean they disappeared, Noah. They were here one second and gone the next."

Noah's eyes widened as he realized what happened.

They had all been taken.

Xxx

**The Factory  
Control Room**

"They disappeared?" Sparx questioned as Noah sat down at the computer. "But how?"

"I don't know. XANA couldn't have abducted so many people at once. He must have had help." Noah remarked. "If he took them there's a chance they might still be alive but I have no idea how to…"

"Noah?" Sparx asked.

"I can use my upgrade to try and track them. If my avatar is fused with Smith I can hack the data networks like XANA and find out where he's taken the others. But…Someone needs to operate the computer."

Sparx shook her head. "Sorry kid, I'm not good sitting on the sidelines. But…I might know someone who can help."

Noah glanced at Sparx. "…Who'd you have in mind?"

Xxx

"_This disappearances that have happened in the last few days has left authorities flabbergasted on how to explain the disappearances with little to no information leading to how they disappeared, who took them, and how to find them._"

Mark looked at the TV as the names were listed and he knew more than a few names.

_Chuck Mugel_

_Samantha Thompson_

_Brett Ramirez_

_Wayne Fisgus_

_Jessica Fisgus_

_Heather Hoffs_

_Nettie Kutcher_

_Kat Adams_

_Pete Burgess_

_Duff Kent_

_Fiona Hollander_

These names were almost all of Mark's friends, associates, and family and he knew that these were no ordinary disappearances.

"Kilobyte." Mark whispered.

Only Kilobyte could be responsible for these kind of disappearances and he knew why they were abducted.

RING!

RING!

RING!

Mark quickly answered when he saw the caller ID. "Sparx, do you know what's going on?"

"_Yeah kid, I do. Mark, we need to talk about something. I'm going to come and get you because this is something you need to see._"

Xxx

**The Factory  
Control Room**

Mark watched as the elevator doors opened, revealing the control room of what was considered to be the command center for Team Lyoko. He stepped into the lab, looking around in surprise before seeing Noah at the computer.

"Sup." Noah asked rhetorically.

"You…You're from Total Drama." Mark said, surprised to see Noah.

"Yep. Surprising isn't it?" Noah asked as spread his arms out. "Celebrity contestant by day and hero by night. Taking own evil AIs out to control the world. Kind of like you if Sparx told me right."

"What is this?" Mark said as he looked at the map. "What do you mean?"

"It's a long story but here's the short version. That is Lyoko, a digital world. An actual digital world that exists inside a supercomputer down below this factory and in it there is an evil AI named XANA that is out to take over the world. We help a friend here to stop XANA but now I think XANA's teamed up with a bad guy that you probably know." Noah explained.

"Kilobyte? You're talking about Kilobyte aren't you?" Mark asked before turning to Sparx. "If you knew about this why didn't you tell me?"

"It wasn't my secret to tell, Mark. They asked me to keep it a secret and I promised I would. Plus you had enough trouble with Kilobyte and Fear. I couldn't just drag you into this." Sparx said softly before looking away. "I didn't want to drag you into another fight you didn't want to be part of."

Mark's looks softened as he sighed. "I didn't ask to be part of the fight you and Ace had with Fear and Kilobyte…But I could have helped."

"We're asking for your help now, Mark." Noah spoke up. "If XANA and Kilobyte have teamed up I think it explains what happened to everyone who disappeared. Sparx told me about Kilobyte taking people into the Sixth Dimension. I think he did the same only with XANA's help by relying on XANA's ability to manifest into the real world and take control of almost anything he wants. Kilobyte abducts them and XANA brainwashes them."

"Brainwashes?" Mark asked, sounding alarmed.

"XANA can take control of almost anything he wants so if he has an army of humans under his control he can take over the world easily with the population under his control." Noah answered.

"And Kilobyte took everyone associated with me because I helped Ace stop him." Mark said grimly. "So how do we save them?"

"I need you at the computer while Sparx and I mount a rescue mission. I have…new power that can allow me to track them the people who were abducted. Once we rescue them we take down Kilobyte and stop him and XANA." Noah explained. "You win?"

He didn't even have to ask.

Xxx

"Help!"

"Someone please help!"

"Where are we?!"

"Can anyone hear us?!"

She opened her eyes and felt that was digital.

She sat up and saw she was in some sort of advanced looking cage and looked around, seeing so many people locked in cages like her in some sort of high-tech looking prison.

"Aelita?"

She looked to cage next to her and saw her Total Drama friends in the cages next to her. "Are you all alright?"

"Depends on your definition of alright." Heather remarked dully as she looked around. "So, XANA?"

"No doubt about it." Aelita answered grimly as she looked around. "I'm guess the people are the ones who were abducted."

"XANA really is out to get us and the world this time, huh?" Geoff remarked with a low chuckle. "But we'll escape. We always do."

"I think we got our work cut out for this time, Geoff." Gwen sighed but looked around. "Hey, has anyone seen Noah?"

That caused the other Lyoko Warriors to perk up as they looked around.

"As a matter of fact, no." LeShawna realized. "How the heck did he avoid getting caught?"

"Probably another crazy Noah stunt like he tried with upgrading his character." Cody suggested.

"Oh great. So Noah goes and does something crazy again and if he saves us we can't punish him if he knocks Paris off the continent." Heather shook her head. "I thought he learned his lesson after the tutu."

"You know Noah. He brushes off humiliation faster than dry paint peeling off a wall." Trent remarked, looking around. "So, any idea what XANA plans for us?"

"He'll probably wear our resistance down before possessing us. Or he'll toss us into the Digital Sea." Aelita replied.

"Both fun outcomes I'm not looking forward to." DJ looked at the cages and put his finger on it, instantly recoiling when he felt a volt. "Ouch! High powered cages that'll shock us or worse if we touch the bars."

"Don't worry. I'll find a way out. Izzy always finds a way out and now Super Izzy is on the job!" Izzy declared, changing into a bull and tried to bust through the bars.

Only for the bars to repel her with a high powered electrical surge that knocked her onto the floor, causing her to turn back into her human form.

"Owie." Izzy whispered. "Maybe Izzy won't find a way out so soon."

"This day just gets better and better." Bridgette muttered sadly. "So we wait?"

"We wait." The rest of the group nodded.

"Let's hope Noah doesn't make multiple copies of himself again and causes another rampage of Noahs in whatever he's doing."

Xxx

"Ready Mark?"

Mark took a deep breath and entered the scanner. "Ready."

"Okay, here we go." Noah activated the automatic virtualization sequence and then joined him and Sparx in the scanners.

"Transfer Noah."

"Transfer Sparx."

"Transfer Mark."

The scanner doors closed.

"Scanner Noah."

"Scanner Sparx."

"Scanner Mark."

A ring of light traveled up their bodies.

"Virtualization."

Xxx

**Lyoko  
Forest Sector**

When Mark opened his eyes he thought he was in the Sixth Dimension before fell onto the ground, landing on his butt which hurt a bit but he brushed it off.

"Don't worry. It always happens during the first time."

Mark looked up and saw Noah in a dark trench coat with a hood that was shut above the waist and wore a pair of black knee high boots and matching pants. He wore black gloves on his hands with red veins on them. Sparx looked exactly the same for some odd reason and as Mark stood up he looked down at himself and was surprised by what he saw.

He wore what looked to be a high tech boy suit, consisting of light grey pants and black combat boots with black shirt and grey chest armor with silver metal wrist cannons like Ace Lightning's and white gloves on his hands.

"Wow. What is this?" Mark asked as he examined himself.

"Your Lyoko form. The scanner you were in scanned you physically and mentally and created this form based on your subconscious." Noah answered.

"You look a little bit like Ace, kid." Sparx said with a smile. "He'd be proud of ya."

"Now let's get to work." Noah sighed and looked up at the sky. "Computer, load Program Smith. Activated Digital Merger Sequence."

_Program Loading_

_Digital Merger Sequence Activated_

Sparx and Mark watched as a golden aura surrounded Noah and lifted him off the ground.

"Sparx, what's happening?" Mark asked.

"Noah's going to find out where all the missing people are. In the meantime Mark you need to figure out what your power is." Sparx answered, pulling out her Sword of Jacob.

"My powers?"

Sparx nodded. "Yep. You've got powers here in this place like me and Ace and you need to learn how it works before you go off on a rescue mission. So let's get to work."

In the meantime Noah's mind was racing as he tried directing the Smith Program to find his missing friends.

'I know you guys are out there and I'll find you. Not even XANA can hide you all from the data stream or the information network. Every bit of data exists somewhere.'

The Smith Program, unlike before was not bound to the Supercomputer and thus Noah was able to scan for this missing friends outside of Lyoko.

'XANA, you can't hide from me. I'll find them and save them.' Noah concentrated.

The program scanned the network for any sign of the digital signatures belonging to the Lyoko Warriors.

'And Aelita…She's got the Keys! Lyoko will recognize her with its ultimate program!'

The Smith Program modified itself, based on Noah's thoughts and used Lyoko itself to find its missing Guardian.

All was silent…

And then there was the sound of a heart beat.

Noah's eyes shot open. "They're alive!"

Xxx

Aelita's eyes shot open. "Noah!"

The other warriors looked at her as she looked up at the ceiling.

"Aelita?" Trent asked.

"Noah's found us. I don't know how but I sensed something just lock onto the Keys inside me." Aelita explained, glancing around.

"He did it!" Cody smiled.

Noah had found them and they hoped he would be here to save them very soon.


	14. Chapter 14

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**The Rescue**

**Carbon Copy  
City Sector  
Central Processing Tower**

XANA sensed a presence that he had felt before and sensed it as it touched Aelita and realized what it was. "I recognize this program…Hmmm….Noah, are you so desperate to rescue your friends that you would rely on that obsolete program?"

It was actually amusing to see how far Noah and Sparx would go.

But as he sensed Noah and Sparx's presence in Lyoko he sensed something else.

"A new unknown human signal?" XANA whispered and smirked. "So Noah, you've also recruited another human to aid you. You truly are desperate."

It wouldn't matter if Noah rescued Aelita and the others or not. Everything was going according to plan so there was no need for XANA to get involved. He could simply sit back and watch as Kilobyte receives a surprise visit.

It would force Kilobyte to keep on his toes and show XANA any weakness the so-called Cyber-Stalker had.

"Hmph! Kilobyte will soon learn the folly of underestimating so-called mortals. If they could create beings like us they can be almost capable of anything." XANA mused. "It would certainly save me some trouble in the long run."

After all eventually he would get rid of Kilobyte himself to remove any threats to his plans, the one true future he planned for the planet Earth.

And Kilobyte was not part of it.

Xxx

**Lyoko  
Forest Sector**

"All right. I know where they are. It's going to sound crazy but I they're in a foreign digital world. One that is different from Lyoko." Noah explained to Sparx and Mark.

"Different from Lyoko?" Sparx asked.

"Are you talking about the Sixth Dimension?" Mark suddenly asked.

Sparx looked at Mark but didn't ask what he was talking about.

"No, I'm talking about a digital Replica XANA created that's separate from Lyoko." Noah explained. "XANA's created hundreds of these before but now he's created a new one and modified it to be a prison."

"Okay, I get the picture. So how do we get there?" Sparx asked.

Noah held out a hand. "Through me."

"What?"

"I merged my avatar with a program that's essentially the same as XANA and I'm not bound to the supercomputer like he originally was. I can leave Lyoko by altering the form of my avatar and adapting it to the digital sea. That's how we find the Replica." Noah explained. "Just touch my hand and I'll take us all there."

Sparx and Mark looked at each other before slowly touching Noah's hand. As soon as they touched his hand Noah's form turned into a golden mist and both Mark and Sparx changed with him an instant later, becoming a large golden mist that flew down into the digital sea. The mist hovered in front of the gate as it opened, allowing it to enter the World Wide Network and showing Mark and Sparx a world they had never seen before.

An upside-down city that seemed to be endless.

'What is this place?' Mark's voice asked. 'Wha-How can I speak like this?!'

'Relax. It's just our mind communicating in this state.' Noah's voice answered. 'And welcome to the Internet.'

'The what?' Sparx's voice asked.

'The World Wide Information Network. This is how it looks.' Noah's voice explained. 'An upside down city that probably stores all information in the world, useful, fictional, and otherwise useless. Now let's set out to find that Replica.'

The golden mist set out into the digital sea. Watching and observing the digital environment. After a considerable amount of time the mist came upon a massive sphere like structure, similar to the one that contained Lyoko.

'There it is.' Noah's mind spoke.

'Is that it?' Sparx asked.

'A Replica.' Noah answered. 'Now we find our way inside and then we rescue everyone. Be careful though. XANA doesn't like it when we show up uninvited.'

'So, big monster party?' Sparx asked.

'Big monster party.'

'Well then what are we waiting for? Let's go!'

The cloud opened the gate and entered the Replica.

Xxx

**Replica  
Tower Chamber**

There was a blast of light that traveled up onto the platform of the chamber where the Replica's tower resided and upon landing on the platform in front of the tower it vanished, leaving Mark, Noah, and Sparx standing on the platform.

Mark looked down at himself and then looked around. "That was…"

"Like traveling between dimensions." Sparx finished as she looked around. "So where is everyone?"

"Well, we need to find them." Noah pointed to the exit. "I think I know where to go next."

Xxx

**Prison**

Aelita stood at the very end of the cell and looked carefully around.

"What is it, Aelita?" Bridgette asked.

Aelita smiled. "They're here."

Just as she finished that sentence the door opened and in walked Noah who was followed by Sparx and Mark.

"Noah!" The entire Lyoko group called out, earning the attention of the other prisoners.

"Mark?" Fiona Hollander gaped upon seeing her son.

"Mark?!" Samantha and Kat, Mark's former and current girlfriend exclaimed when spotting him.

"Hollander?!" Wayne and Heather Hoffs shouted.

"Who are they?"

"Are they here to rescue us?"

"Of course they're here to save us!"

"Hurry up and get us out of here!"

"Please help us!"

"They're all here." Mark said, happy to see that almost everyone who was missing was here.

"Yep, we did it. We found them all." Noah nodded in satisfaction. "Now let's hurry and get-"

"You are going nowhere."

The three spun around as the wall opened and in walked Kilobyte, glaring at them as his four tentacles slowly emerged from his back.

"Kilobyte." Sparx pulled out her sword.

"Did you really think you'd get out of here alive?" Kilobyte asked, his death gaze focused completely on the three rescuers.

"The day is still young, Doc Ock." Noah retorted.

"I am Kilobyte, the Cyber-Stalker and you are about to die." Kilobyte said as he sent a tentacle at Noah.

Noah however turned his right arm into a cannon and since his power was enhanced by his Smith program it fired a bolt of golden light that hit the tentacle, burning it greatly and causing Kilobyte to shout in pain. Sparx fired a bolt of purple lightning at Kilobyte's chest but it only forced him back a mere foot.

"You will pay for that. I will drain your powers!" Kilobyte shouted.

"We have to do it together!" Mark said, aiming his wrist cannons at Kilobyte and all three fired.

"Not this time!" Kilobyte rolled out of the way of the massive attack that blasted the wall behind him and lashed out with his tentacles.

"Don't let his tentacles touch you! He'll drain you of your power!" Mark shouted as the three split up, jumping in different directions to avoid being touched by the tentacles.

"Let's see him drain this!" Noah said as he rushed forward towards Kilobyte who could not believe a mortal was actually running towards him.

Too bad Kilobyte let his arrogance get the better of him as just he was ready to grab the mortal with his bare hand Noah phased right into Kilobyte's body.

"Wha-GUH!" Kilobyte shouted as he found himself losing control of his own body. "What-AH-have you-UH-done?!"

"I'm giving you a taste of what happens when you face the Lyoko Warriors!" Noah shouted through Kilobyte's mouth. "Try and drain all this power!"

Kilobyte screamed as his body started glow bright gold as he thrashed and struggled. He punched the ground, actually cracking it with his own fists as he continued to scream. The power of Noah and his Smith program was burning him away at the inside and he couldn't handle it. He tried to reassert control but Noah's Smith enhanced power was too great and it was literally working to rewrite his programming.

His data frame started to fluctuate and a second later it exploded in a flash of light.

"Whoa!" Sparx and Mark gasped as the golden mist faded and when it was gone, so were Noah and Kilobyte.

Xxx

**Factory  
Scanner Room**

The scanner opened and Noah fell out onto his knees, gasping for breath. "Gah….That wasn't really a smart move."

Well, now he knew better now.

Xxx

**Sixth Dimension  
Circus Tent**

In a flash of light and data streams Kilobyte's form regenerated in the center of the tent. As soon as he reappeared he collapsed to his knees, panting from the ordeal he had gone through. He had barely managed to survive such a feat and if he had been weaker that mortal would have destroyed his Nexus core and erased him from existence.

"That mortal defeated me…That mortal defeated ME!" Kilobyte shouted as he stood up and lashed out with his tentacles, destroying anything he touched.

That mortal had humiliated him in the worst way.

He didn't outsmart Kilobyte like Lightning's sidekick had done in the past.

He overpowered him with a program that made him more dangerous than even Lightning.

"He will pay…THEY WILL PAY!" Kilobyte reared his head back as he shouted up to the top of the tent. "I know you had a hand in this XANA! You knew! You let them come to kill me!"

There was no way XANA couldn't have known that the mortal had a dangerous power that could have destroyed him with his own programming. XANA let them come while allowing Kilobyte the chance to sample the future army so that the mortal could destroy him.

Kilobyte looked back down at the ground, gritting his teeth. "The first round is yours, XANA. But mark my words you will pay dearly for this. I make this vow that in the end, I Kilobyte, not you XANA will be the one to rule the mortal world and no one will stand in my way!"

And Kilobyte never broke his vows.

Xxx

"Noah, is he okay?" Mark asked after moment of silence.

"_Nah, I got a bad headache._" Everyone looked up at the sound of Noah's voice. "_The strain of the two us fighting in the same body blew us apart. Hopefully that takes care of Kilobyte. But we better get to work before XANA sends company._"

"How do we get everyone out?" Sparx asked.

"_There's a switch at the far end of the room. Press it and then I can get everyone out._" Noah answered.

Mark and Sparx followed Noah's directions, ignoring everyone's eyes on them as they walked to the other side of the prison complex and found a button shaped like the Eye of XANA.

"We got the switch." Mark said.

"_Press it._"

Sparx reached out and pushed the button, she and Mark watching as it slid into the wall and one by one all the cages opened. "Okay, now what?"

"_Now this. Return to the Past now!_"

Just as many of the prisoners were ready to bombard Mark and Sparx with questions there was a flash of light that reached out and blinded them.

Xxx

Mark blinked, finding himself back in the room he shared with his father. He looked around, trying to understand what just happened when his cellphone beeped.

He looked at the text.

**Come to the factory. We have a lot more to talk about.**

**Noah**

Xxx

**The Mountains  
Schaeffer Residence**

"The new programs are ready. We can begin our move." Rick informed Lyon. "Nephilim will take down the Lyoko Warriors and then we can destroy Kilobyte and XANA."

**'Excellent. Let's begin.'**

Xxx

**Woods  
The Hermitage**

"And if my calculations are correct this machine will create a portal and bring back all your alien friends." Horace Cheseborough said, stuttering slightly.

"Excellent." Lord Fear looked at the contraption that the science teacher had created. "With all my minions back on my side I will finally be rid of Ace Lightning and this world will be mine!"

Fear threw his head back and laughed so loud that his voice echoed through the forest.

Xxx

**Carbon Copy**

"Kilobyte survived…No matter. His usefulness to me is over." XANA mused as he looked over the data he had gathered from the last attack. "The preparations are in order and soon I will be ready."

All the pieces had been gathered and now all that was left was to make the first move.


	15. Chapter 15

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Evil Rises, Heroes Unite**

"Hey, Pete. A lot has happened since the last time we spoke. I do want to tell you all about it but I can't and it's not because of Ace or anything like that. I just found I may not be the only one trying to keep people like Lord Fear and Kilobyte from taking over the world.

It's not easy to explain and I promised I wouldn't say much but I can tell you that these people are a lot like more. Probably more like me than anyone else I've met and they actually have it worse than me in several ways. And all I can say is that we might all be working together because Kilobyte has almost become a bigger threat than ever before."

Xxx

**Woods  
The Hermitage**

"And now it begins." Lord Fear grinned sinisterly. "Once all my minions are back we will begin with taking over this city and then the rest of the world. Now let's begin."

Mr. Chesebrough shakenly pushed the button and a bright light engulfed the interior of the Hermitage.

Xxx

**France  
Paris  
Total Drama Studio**

"So you've all been fighting this XANA for the month or so since the start of the new season?" Mark asked as he and Noah walked up to the entrance of the studio.

"Yep. Well, I actually joined later on. I wasn't part of the first group of unlucky contestants to help Aelita save the world." Noah said as he opened the door for Mark. "I'm unlucky member number ten. There was only five and then Cody joined up. And after a surprise attack that left most of the others grounded me and what I like to call group number two signed up."

"So this XANA has been around since the nineties? That's scary." Mark said as he walked in. "Ace Lightning only came to life a year ago now. I thought it was all a freak accident but then I found out that there was a program made to bring the game to life."

"A program that could bring video game characters to life, huh? That would be the wet-dream of a million gamers." Noah said thoughtfully as he led Mark through the hall. "Still that's a little tame compared to an AI part of a military project gone haywire."

"It's scary. I thought what happened with Ace Lightning was a onetime thing. But from what I saw of Lyoko I wonder if there are other worlds like it out there." Mark admitted.

"Trust me, Mark. You're not wrong in that regard. I've seen enough to know that Lyoko and XANA are just tips of the icebergs of a world we may never know." Noah said as he opened the door to the café and Mark noticed a large dark spot on the far wall.

"Is that-"

"Chocolate. From the accident." Noah answered dryly.

"Accident?"

"Involving Klondike bars. Don't ask." Noah said and led Mark into the common room where two interns were…

Singing Karaoke and dancing.

"What is this?!" Kurt shouted as he came in, followed by Carlos. "You are spending precious hours singing and dancing!?"

The two interns froze, looking in sheer terror at the two.

"And we got to go." Noah pulled Mark out of the room.

"I can't believe the nerve of you two. Carlos, straighten these two out!" Kurt pointed at the two interns.

"No problem." Carlos cracked his knuckles as he walked up in front of the two interns. "…First off, that singing is atrocious! When you sing, the voice come directly from the throat. Like this." Carlos let out a deep hum. "And then there is the dancing! You two looked like you both had two left feet. This is how you dance!"

The music came back on and Carlos started break dancing, adjusting his movements to flow of the song.

"That's right! This is how awesome I am! Dance with me everyone! Dance the dance of life!"

Xxx

**Sixth Dimension  
Carnival of Doom  
Haunted House  
Organ Room**

"All right. I think the portal was behind that door." Chuck pointed at the door on the far left.

"All right. Let's get out of here." Ace said, pulling the door open and revealing the portal.

One by one they jumped through the portal, back into the real world.

Not knowing that someone had been watching them the entire time.

Xxx

**Sixth Dimension  
Carnival of Doom  
Circus Tent**

"So they finally escaped. Now that they have led me to the portal I can now move forward with my plan!" Kilobyte threw his head back and cackled madly. "And now the mortal world will be mine! Lightning, the Programmer, the Lyoko Warriors, and XANA, all of them will fall!"

The Return of the Cyber Stalker had begun.

Xxx

**Kadic Academy**

"Anvil want smash puny mortals!"

Lord Fear snickered as he led his newly returned gang through the courtyard of Kadic Academy. "Patience my, muscle bound minion. First we have to take care of Lightning and sidekicks. Then this city will be ours."

The gang all laughed as they followed their leader.

Xxx

**Total Drama Studio  
Game Room**

"I must say, Mark if not for what we've been through even I would find this story hard to believe." Aelita commented once everyone was done trading stories.

"I wouldn't blame you for that. I still wonder if it is real myself. Anyways we still have to deal with Lord Fear and then there is Kilobyte who teamed up with this XANA character. What can we expect?" Mark asked.

"Well, knowing XANA the reason he would have infected everyone he had captured to make them into a human army. That being said based on what you've told us about Kilobyte I can see how XANA would benefit from an alliance, especially if Kilobyte could simply snatch people from one world and put them in another." Aelita reasoned.

"No kidding. XANA really wasn't playing around this time." Cody remarked. "Imagine if he could abduct over thousands of people at once."

"So how do stop them from doing again?" Gwen asked.

"I honestly do not know." Aelita answered grimly. "XANA can infect nearly any corner of the data stream so stopping him is impossible. We've managed to hold him back but we know next to nothing about this Kilobyte."

"Well, I know Kilobyte's creator but he was imprisoned in the Sixth Dimension. If we could get him out we can figure how to defeat Kilobyte once and for all." Mark answered.

"So we get him out, he helps us take down Kilobyte and XANA loses one big trump card." Geoff remarked.

"Can he help take down Fear?" Noah asked.

"He should. He helped make the game and made the program that brought Ace, Fear and all the other characters come to life." Mark replied.

"What kind of maniac tries to take over the world with a video game?" Bridgette asked.

"The whacked-out ones, that's who." LeShawna answered.

The door was flung open and Kurt rushed into the room. "Guys, you need to turn on the television and flip to the news channel."

"Which one?" Trent asked, picking up the remote.

"Any one."

Trent switched the TV on and a news reporter stood in front of Kadic Academy. "_…Have not been identified but police suspects that a local gang has entered school grounds and taken the entire campus hostage. They have not been identified but resemble a strange circus folk._"

"Strange circus folk?" Mark asked, standing up.

"That sound familiar?" Gwen asked.

"I think I know who these circus folk are."

Xxx

**Kadic Academy**

Lord Fear cackled as his goons forced the students and teachers into the gymnasium, locking them inside. "It's only a matter of time before Lightning and his sidekicks show up to stop us. And when Lightning is defeated my dominion will begin."

"Oh yes, it will be a great day, my lord." Staff Head said.

"Indeed, my loyal staff." Fear replied as the doors were barricaded. "And now begins the reign of Lord Fear!"

"Think again, bone head!"

Fear looked up and barely managed to jump to the side as a purple bolt of lightning shot down from the sky.

Sparx jumped off her Lightning Flash, landing perfectly on the ground and twirled her sword in one hand as she readied herself. "Give up, Fear. You can't win."

Fear chuckled. "Can't I?"

"Anvil smash!" Sparx gasped as Anvil came out from behind Fear, followed by Pigface and Googler. "Smash Sparxy!"

"Impossible." Sparx stepped back.

"Not quite." Fear chuckled. "Once you have the proper help."

"Googler gets to google Sparxy!" Google laughed as he hopped up and down a few times.

Sparx stepped back, looking nervous.

Xxx

**Total Drama Studio**

"It has to be Fear. He must have brought his goons back somehow." Mark said as the television was turned off.

"Great. Now in addition to Nephilim we got a computer generated circus gang on the loose." Noah remarked as he opened his laptop. "I got this."

"Noah…What are you doing?" Aelita asked slowly.

"Well, remember Smith?"

"Yes." Everyone except Mark answered.

"I had to use it, after I modified it extensively to avoid a repeat with what happened with Shadow." Noah explained. "It was the only way to locate and free you guys from XANA's prison. I merged it with my avatar so XANA couldn't infect it like Shadow did."

"Noah, that's no guarantee that it won't turn on you." Aelita remarked.

"The program is slaved to my Avatar now, it can only learn from me and listen to my commands." Noah pressed the 'enter' key. "And it can do this."

The laptop released a flash of light that blinded everyone.

Xxx

**Kadic Academy**

Sparx grunted as she hit the ground, dropping her sword after being hit by Googler in his spiked ball form. Her image shimmered

Lord Fear laughed as he strolled forward, pointing his staff at the downed Lightning Knight. "Game over, Sparxy. Now where is Lightning?"

Sparx glared up at the skeleton, showing no fear. "…Behind you."

Fear and his gang spun around, thinking Ace was behind them.

Only he wasn't.

Sparx laughed as Fear turned back, glaring at her. "You really don't have a brain that thick skull of yours, do you?"

Fear growled as he pointed Staff Head at Sparx's chest. "Any lost words?"

"Back off!"

Lord Fear looked up just in time for an energy sphere to hit him in the chest, sending him right to the ground with pink energy spreading across his body, weakening him greatly. Sparx looked up and watched as the Lyoko Warriors, in all their digital avatars and yet somehow in the mortal world, gather around her.

"Back off you circus freaks." LeShawna held out her hammer.

Fear growled as he stood up, leaning against his staff. "Who are you?"

"People helping a friend." Aelita answered, creating an Energy Field in both hands.

"Then you can perish with your friend!" Fear spat, turning to his minions. "Get them!"

Pigface squealed and charged forward but LeShawna was the one to make the first move as she stepped out and swung her hammer, hitting Pigface in the face, sending him flying up. Trent fired a bolt of lightning at Pigface, taking him out in a second. Googler laughed as he turned into his spiked ball form and hopped forward, knocking down Gwen and collided with DJ who activated his metal golem form. Googler collided with DJ, bouncing off his metal form and headed towards Bridgette who released her energy wave from both swords, blasting the demented digital clown back into the Sixth Dimension.

"Anvil smash puny mortal!" Anvil said as he stomped towards Geoff.

Geoff smirked as he readied his axe. "Geoff no like Anvil."

Noah snuck up behind Anvil and phased into his body.

Anvil groaned as he trembled for a second. "…Man, this guy's a literal blockhead. Not exactly a credit to real rhinos."

Noah in Anvil's body spotted Rotgut slowly staggering forward and with Anvil's…anvil he smashed the digital zombie to bit.

Dirty Rat gulped as he floated back. "Uh…Boss, we might have a little trouble."

Sparx picked up her sword and fired a bolt of lightning at the Rat, hitting him straight on and sending him back to the Sixth Dimension.

Now it was only Lord Fear and his staff as the Lyoko Warriors and Sparx surrounded him. "No…No this cannot be happening! This is not the way it ends."

"Believe it, Fear."

Fear watched as Mark in his Lyoko form stepped forward. "You…How can a mortal gain all this power? This is not possible!"

"It is possible, Fear." Mark pointed his gauntlets at Fear. "And you're not going to hurt anyone ever again."

Fear growled as he pointed his staff at Mark. "If I'm going down I'm taking you with me!"

Aelita stepped up, next to Mark, firing her Plasma Beam along with Mark's lightning attack that collided with the orange energy beam fired from Staff Head's orb. Despite his power Lord Fear's attack was pushed back until Staff Head's orb overloaded and exploded, leaving them both vulnerable to the double-combo that hit them head on.

"NNNNNNOOOOOOOOOOOOOOOOOO!" Fear screamed as his digital form broke apart and exploded in a blast of light, vanishing from the real world.

"Well…" Noah phased out of Anvil's body as Trent and Geoff both used their lightning attacks on the hulking rhino, finishing him off quickly. "That was about the easiest fight we've had in a while."

Mark looked down at where Fear had been. "I can't believe. I had hoped that Fear would one be stopped. I just almost gave up that he would finally be defeated."

"Trust me, you haven't been the only to feel that." Aelita replied with a small smile. "The good news is that with Fear gone we have one less enemy out here."

"And now we can focus on Nephilim out here." Trent remarked.

"We still have XANA and Kilobyte to worry about. Those two are not in the real world and they are likely to be the most dangerous. But we better hurry and do a Return to the Past so no one asks questions." Noah pointed out.

Mark nodded.

It was not over yet.

Xxx

"So that's the story, Pete. Lord Fear is finally gone and hopefully for good this time. We stopped him and maybe we can stop the other ones, XANA and Kilobyte. It's not going to be easy, but I know we can do it**.**"

Xxx

**Near the Factory**

A portal flashed open and from it came Ace, Lady Illusion and Chuck who fell out onto the ground.

"Whoa!" Chuck stood up and looked around with a big smile. "We made it, baby! We're back!"

Ace shared a smile with Lady Illusion, the both of them glad to be safe from Kilobyte who was trapped back in the Sixth Dimension.

Xxx

**Sixth Dimension  
Carnival of Doom  
Haunted House**

Kilobyte stared at the portal that would lead him back to the mortal world...Or could he use it for something else.

"I tried to bring the mortals here and then I attempted to use the power of Lyoko before I was betrayed…So what if I used both the power of the Sixth Dimension and Lyoko?" Kilobyte mused with an evil grin as his tentacles sprouted from his back and lashed into the portal.

The portal reacted in a blast of light as energy traveled through Kilobyte's tentacles and into his body, causing him to let out a scream that slowly turned into laughter.

"THIS SIXTH DIMENSION! LYOKO! THE MORTAL WORLD! I WILL BRING ALL THESE WORLDS TOGETHER AND RULE THEM ALL!" Kilobyte roared as he slowly absorbed the portal's energy. "THEY WILL ALL BOW TO ME! THE MORTALS, LIGHTNING AND THEN I AM COMING FOR YOU, XANA!"

The worlds would be all his to rule from now to the end of time itself.


	16. Chapter 16

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**World Collision**

"**Hey, Mark. Got your last email and I got to say it sounds really tense, even for you. I mean you didn't really tell me a whole lot of what was going but I'm sure you can handle it. I mean you managed to keep up with all the other stuff that's been going on and with Ace back in this world you might just have this all in the bag.**"

"If only it was that easy, Pete." Mark sighed after having listened to his friend's video mail.

Xxx

**Mountain  
Schaeffer Residence**

'**Time is running out. XANA and Kilobyte have made considerable progress while Nephilim has failed to stop either one. We need to act now.**' Lyon said impatiently.

"I know, I know, I am working-" Rick stopped in mid-sentence as the computer detected a strange energy reading.

'**What is it?**'

"Something's happening. There's a huge surge of energy from the Sixth Dimension." Rick answered as he scanned the strange reading. "Oh no."

'**Rick, what is it?**'

"Kilobyte's absorbing the energy from the portal in the Haunted House and he's channeling it through the data stream!" Rick exclaimed.

'**What?!**'

"He's draining the portal of its energy and channeling it all towards Lyoko!" Rick looked over the readings, becoming terrified. "I think he's trying to merge Lyoko and the Sixth Dimension together!"

'**WHAT?!**'

Xxx

**Digital Space**

The eyes of XANA's avatar opened, frowning in seeming annoyance. "Kilobyte, you truly are persistent. I will grant you that. But this changes nothing."

A single second later a tower was activated, acting as the perfect signal.

Xxx

**Total Drama Studio**

BEEP-BEEP-BEEP!

Cody opened his laptop and brought up the superscan. "Guys…"

"Don't tell us. Activated tower?" Bridgette asked.

"Yep."

"Should have figured XANA would step up after we took down Fear and Kilobyte." Geoff sighed and shook his head.

"Guys, there's something else…" Cody trailed off. "Some sort of massive energy surge going through Lyoko."

"Energy surge?" Noah quickly looked at the laptop and saw the readings. "This isn't right."

"What is it?" Gwen asked.

"Cody's right, it's some kind of massive energy surge and its spreading right through Lyoko. I've never seen anything like it." Noah frowned in concern. "I'm not sure what XANA's doing but it looks like Lyoko is being altered and…mutated."

"Mutated?" Trent asked.

"Call Aelita and let her know what's going on." Noah said. "I think XANA just struck big and he's out for blood this time….And we better phone Mark and Sparx as well. There's a chance XANA's not alone in this."

Xxx

**The Factory**

"Where are we? This doesn't look like the mortal town we were in before." Lady Illusion said as they walked around the factory.

"Not sure. Doesn't look familiar at all." Ace said, keeping an eye out for anything dangerous.

"Oh boy. I'm gone for who knows how long and when I finally get back I in some place that could in another continent. Mom's going to kill me." Chuck wined, still dressed as Ace.

Lady Illusion was about to retort when a familiar engine sound caught her attention. "That sound…It couldn't be."

Ace looked up and smiled. "It is!"

Sparx flew towards the factory on the Lightning Flash and parked at the entrance.

"Sparx!" Ace said as he and Chuck rushed to meet her.

Sparx turned to them, eyes widening in shock. "Ace? Chuck?"

"Oh man it is you!" Chuck smiled happily. "I am so glad to see you! I thought we were lost!"

"How'd you get here?" Sparx asked.

"We escaped through the portal in the haunted house but when we emerged we didn't end up back at the carnival or the junkyard." Ace explained. "Do you know where we are?"

"Yeah. A country called France." Sparx nodded.

"France?! I'm in France! Oh man, Mom is really going to kill me!" Chuck cried.

"I take it France is a little far."

Sparx frowned when she saw Lady Illusion. "On the other side of the planet."

"So why are you here?" Ace asked.

"Because Fear followed that science teacher from Mark's school here, wanting his help in freeing his goons." Sparx turned back to Ace.

"Fear is here?" Ace's eyes narrowed dangerously.

"Was. Some friends and I cleaned his clock and sent them all back to the Sixth Dimension. But we still have bad guys to fight here, including Kilobyte." Sparx said.

"Kilobyte?!" Ace, Illusion, and Chuck exclaimed.

Sparx nodded gravely.

"But how? Kilobyte didn't follow us through the portal." Ace said.

"Ace…We have a lot to talk about." Sparx was about to pull out her communicator…

"Sparx!"

"Speak of the devil." Sparx turned, smiling at the sound of Mark's voice and spotted him and the Lyoko gang coming down the bridge.

"Mark!" Chuck shouted happily.

"Chuck?! Ace?!" Mark stopped, looking in shock at two of his good friends there with Sparx. "You're back!?"

"Yeah and glad to see you! What's going on? Why are you in France?" Chuck looked at the others. "And who are these guys?"

"If not for how serious things are I'd ask if Comic-Con was nearby but since your friends of Mark I know better." Noah remarked.

Xxx

**The Lab**

"This is amazing!" Chuck said as he looked around the lab. "A literal virtual world! This is like a geek dream come true!"

"Does that include Arnold Schwarzenegger appearing and saying 'I'll be back'?" Noah asked rhetorically.

"Huh?"

"What he means is that this world has its dangers and villains too, Chuck. And trust me, XANA is as bad as Kilobyte." Mark said. "And both of have them teamed up to take over the world."

"And something bad is happening to Lyoko right now." Noah said as Aelita sat down at the computer.

She brought up Lyoko's data and looked it over, seeing that the data and coding had been altered on a level she did not consider possible. "This is unbelievable."

"That bad?" LeShawna asked.

"Lyoko is not just being altered, data this complex and simplistic…This kind of coding is for a digital environment and it's merging with Lyoko's data." Aelita explained, shocked by the readings.

"Merging?" Cody and Geoff asked.

"That's the only way to describe it." Aelita stood up. "I've got to see this for myself. Noah, virtualize me in the Forest Sector where the activated tower is. It's the sector that's being mutated the most."

"On it." Noah nodded.

"What about us?" DJ asked as he followed Aelita into the elevator. "You can't go in alone."

Aelita smiled and sighed. "All right but let's keep the number small. I'm not sure XANA will even notice us approaching the tower but a large group will catch his eye."

"In that case, me, Heather, and LeShawna will be perfect. My barriers can protect us while Heather has stealth and LeShawna as the strength." DJ reasoned.

"Good thinking Deej." LeShawna commented with a smile. "That's using your head."

Xxx

**Lyoko  
Forest Sector**

When Noah virtualized the four into the Forest Sector they were shocked at how different it looked. Different as in looking like a massive carnival instead of a forest. The sky had been blotted out, covering most of the area in darkness and the appearance was slightly chilling to the Lyoko Warriors.

"Holy shish-kabob." DJ said, staring at the carnival. "What happened here?"

Aelita held up her wrist computer. "Noah, I'm sending you a visual."

Xxx

Noah and everyone looked at the images on the computer Aelita had sent.

"That looks like the Carnival in the Sixth Dimension!" Chuck exclaimed.

"The Sixth Dimension? But how is that possible? The Sixth Dimension is-" Mark started but was interrupted.

"Kilobyte." Ace cut Mark off. "He didn't follow us through the portal but he could have used the portal's energy to do this."

"He actually fused the Sixth Dimension with Lyoko?!" Cody exclaimed in shock. "How is that possible?"

"Kilobyte's capable of a lot of things." Ace answered grimly.

"And if he's in the Sixth Dimension now…Aelita get out of there!"

Xxx

Aelita spun around as monkeys dressed as clowns hopped out and surrounded the four of them as a dark chuckle echoed around them.

"So you are the mortals that have defied XANA. Not very impressive."

Aelita looked at the entrance to the Carnival as Kilobyte the Cyber-stalker emerged from the shadows, grinning evilly. "Kilobyte."

"By your appearance you must be Aelita." Kilobyte said idly. "Welcome to my new home."

"Your home?" Heather asked.

"Yes, when it became clear that XANA had deceived me into fighting his battles for him I decided I would take over this world and use as my own. Now that the Sixth Dimension and Lyoko are one I am free to begin taking over and using these worlds to take over the mortal world next." Kilobyte gestured to everything around him. "I will absorb the power of this place, make it my own and once the mortal world is mine to command as I see fit I will do what you could not and destroy XANA myself."

"That's all and good and if you just wanted to kill XANA I'd almost say 'Go ahead'." LeShawna held out her hammer. "But you threatening our world? I don't think so!"

With one swing LeShawna whacked aside the clown monkeys and charged at Kilobyte who lashed out with a tentacle, pulling LeShawna's hammer out of her hands before using his other three to grab her and begin draining her energy.

"I will drain your power, mortal." Kilobyte declared as LeShawna's form started to fade.

"LeShawna!" DJ shouted, rushing to save her.

However Kilobyte slapped DJ aside with a single tentacle and grabbed his wrist, slowly draining his energy with LeShawna's.

Aelita pointed her right hand at Kilobyte. "Plasma Beam!"

From her hand came the signature beam of pink energy that slammed into Kilobyte, forcing him to release LeShawna as he was blasted into a circus tent.

"Noah, get out us out of here!" Aelita shouted as Kilobyte slowly stood up, looking at Aelita with an expression of hate and rage.

One by one they all vanished, leaving Kilobyte to howl in rage before looking up at the sky.

Xxx

"That was close." Noah sighed as he sat back in his chair.

"No, it's getting worse." Ace said, earning everyone's attention.

"_How right you are, Lightning._"

Everyone looked the computer's screens as Kilobyte appeared on all of them.

"Oh crud." Geoff stepped back.

"_You think escaping from this world will save you? You have no idea of whom you face._" Kilobyte declared as the elevator doors opened, allowing Aelita and the other devirtualized warriors to enter the lab. "_I can control this world even more than XANA can. And I don't need a tower to take control. From here I can spread to every corner of the world. And I learned this new trick from XANA._"

He snapped his fingers and LeShawan and DJ engulfed in a flash of light.

"LESHAWNA! DJ!" Almost everyone in the lab shouted.

"_Looking for someone?_" They turned back to Kilobyte who was now inside a circus tent and next to him were LeShawna and DJ, both of them inside a cage.

"How did I get here?!" LeShawna said, looking down at herself. "And why I look like a clown?!"

She was indeed now dressed as a clown with white make-up with a single tear under her left eye, orange bow-tie, purple pointed hat, and red floppy shoes. DJ was dressed as a clown as well, each having an orange and yellow dreadlock wig on his head and a red comical nose.

"_Allow me to introduce my new entertainment to my carnival._" Kilobyte laughed. "_Do not worry. They will not be alone. For I shall bring all humans here to act as my entertainment and you will be among the first. For you will be joining them now._"

Kilobyte's tentacles pushed against the screen and then to their shock, started to emerge from out of the screen and out into the real world.

"RUN!" Aelita shouted as the tentacles lashed out.

Cody and Bridgette tried to run but they were grabbed and disappeared as Kilobyte digitized them instantly.

"BRIDGE!" Geoff shouted, being pushed back by Trent to avoid being grabbed.

Heather was unfortunately next as a tentacle grabbed her wrist and instantly digitized her as she screamed. Ace fired a bolt of lightning at tentacle, saving Gwen from being grabbed and digitized. Sparx did the same, saving Noah from a tentacle and pulled him towards the elevator.

"_You cannot stop me this time, Lightning! I have-_" Kilobyte stopped as the screens started to fade, static breaking his image apart. "_Wh-What?! No! This can't be happening! NOOOOOOOO!_"

Kilobyte let out one final scream as he was cut off, the supercomputer returning to normal.

"Bridge? Bridgette?!" Geoff ran up to the computer. "Bridgette, are you there?!"

"What happened?" Trent asked as Aelita quickly ran a scan on the computer.

Aelita frowned. "Something cut Kilobyte off. There was some sort of energy surge that interfered with Kilobyte's connection to the real world."

"Did we do that?" Sparx asked.

"No…It was…" Aelita stopped as a familiar Eye appeared on the screen. "XANA."

"_It seems you owe me a debt of gratitude, sister._" The unmistakable voice of XANA spoke through the speakers. "_Kilobyte may be powerful but he is no expert in programming. It was easy to cancel out his reach into your world._"

"Is that…" Mark whispered to Geoff who nodded.

"What do you want, XANA?" Aelita asked.

"_The same as you for now, sister. Kilobyte has established himself as an irritant to both of us. I offer to play a key role in his degradation._" XANA explained. "_And you know the perfect way to destroy him._"

"Why don't you do it?" Gwen asked. "Save us all the trouble."

"_Perhaps I could. But my method would see Lyoko destroyed once and for all to keep you from furthering interfering._"

"What does he mean?" Sparx asked.

"A reboot." Aelita answered, earning everyone's attention. "If Lyoko is rebooted it will be set back to same state as it was when the supercomputer was reactivated. Kilobyte and the carnival would be purged, deleted in the reboot."

"Of course!" Chuck said suddenly. "A complete reset and Kilobyte is gone for good."

"But the Sixth Dimension would go with it." Mark pointed out.

"So what? It's a game, Mark. We can-" Chuck said but then looked at Ace, Sparx and Lady Illusion. "Ohhh…."

"What do you mean, Chuck?" Sparx asked, looking directly at Sparx. "Just a game? What is that supposed to mean?"

Xxx

**Lyoko  
Carnival of Doom**

Her eyes blinked open as she felt a cool sensation all over her body. She realized she was in a tank filled with water and that everything was computer generated 3-D looking…

Like in Lyoko!

She looked around, seeing herself in a tank filled with water and saw LeShawna and DJ in their cages and next to them were Heather and Cody in cages of their own, all of them trying to break out. Cody was dressed like yodeler like he was during World Tour and looking very humiliated while Heather was dressed up like a clown like LeShawna and DJ, wearing an orange haired fuzzy wig while having a red nose like DJ with orange and yellow striped clothes. She wanted to call out but her voice was muffled by the water and when she tried to kick the glass she didn't feel her legs. She looked down at herself and her eyes widened when she didn't see her legs but a fish-like tail.

She looked her herself, seeing she was wearing only a baby blue bikini while her legs were replaced by a long tail…

She was a mermaid!

"They might think they are safe but they are wrong." Bridgette looked up, watching from the glass tank she was trapped in as Kilobyte paced around the circus tent. "But once I regain all of my power I will merge Lyoko, the Sixth Dimension and Earth together and rule it with all humans either extinct or…" Kilobyte grinned as he looked at the humans he had already captured. "My own personal jesters."


	17. Chapter 17

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Into the Darkness of a Game**

"Hey Pete. I know I have been really secretive lately but only because there are things I can't exactly tell you. It's not because I want to but I made a promise to some friends I made here in France. But I can tell things with Ace are not getting any easier."

Xxx

**Factory  
Junkyard**

BOOM!

Another piece of junk was blown apart, courtesy of Sparx's Sword of Jacob. The reason why? She needed an outlet for all the emotions she was feeling.

Anger.

Confusion.

Frustration.

Fear.

She had just found out her entire existence was a fiction of entertainment for mortals and that they were all made real by a crazed lunatic who wanted to prove he was a genius.

And Mark knew all this time…

"GAH!" Sparx blasted another random piece of junk.

"Sparx?"

Sparx turned around, seeing Mark slowly come out. "Go away, Mark. I'm not safe to be around at the moment."

"Look, Sparx Just hear me out for just a moment. Just a moment…" Mark said, watching as Sparx lowered her sword. "I wanted to tell you for a long time, I tried to even tell Ace and he never understood until that night at the Carnival. When Ace appeared along with Fear and his gang I thought it was all an accident from a bolt of lightning that hit my house the first night I spent in America."

Sparx snorted softly at the idea of a bolt of lightning bring her and Ace to life but didn't interrupt Mark.

"And then I started helping Ace stop Lord Fear at the cost of my social life. I thought it was all crazy and some dream but it wasn't and I wanted to keep my family safe. It started as a game but then it was real and then I thought it was over when we stopped Fear the first time, but then Rick showed up, creating Kilobyte and sending him after us because he wanted to take over the world. And by then I gave up trying to tell you guys because I just accepted that you were all real." Mark explained truthfully. "You, Ace, Random, even Fear and his gang, it didn't matter to me anymore where you came from because you became my friends rather than just some kid trying to play hero. And it became even more real when Ace and Lady Illusion fell in love, that was never in the game, that was all them. That's even more proof you are real and then I found about Lyoko I realized that there are worlds we haven't even come across no matter what we've been through. I wasn't trying to keep this all a secret from you, I tried so hard to find the right words and I left out hints so many times but I guess you were all so caught up in trying to save the world that nothing I said would set in and eventually I decided it didn't matter anymore."

Sparx looked into Mark's eyes for moment before tearing herself away. "Well it's set in now, Mark. How can I go on knowing that my life is just some kid's game brought to life by some programming creep?"

"It's not a game anymore, Sparx. It's real. You are real, Ace is real, everything you feel is real. Rick's program brought you to life but everything you went through since you came here made you real." Mark stepped forward. "You think you were programmed to care about others and fight bad guys. Maybe that was true in the beginning but Ace has genuine emotions now and maybe Lady Illusion had them all along and I know you have them because of how you feel. Not even Rick could program in a soul. You are real, Sparx and that is enough for me." Mark turned around. "And right now, people need us to stop what Rick started or the game will really be over."

Sparx watched as Mark walked back into the victory, mulling over his words.

Meanwhile inside the factory Lady Illusion was sitting over the edge of the lobby, looking at the floor of the factory. She heard movement but knew it was and did not do anything as he sat down next to her.

"Ace…." Illusion said, trying to sound casual.

"Lady, I just want you to know I wasn't planning to keep this a secret from you. I had thought of telling you after we escaped the Carnival." Ace said, placing a hand on Illusion's shoulder.

"So, we are characters in a fiction…I always wondered who my mother was and now I know. I don't have a mother. I have a creator who was crazy in the head and programmed me to be the love interest of that crazy bag of bones, Lord Fear." Illusion closed her eyes. "Circus lunatics and a skeleton who was never crippled by you but was programmed to hate you."

"Yeah…" Ace smiled slightly. "I can only imagine how Fear would feel about that."

"And now this Master Programmer created Kilobyte to defeat you and take over the world before he lost control of Kilobyte. And now Kilobyte was working with this XANA, another monster created by mortals to take over the world." Illusion continued. "…Why do you still fight for them, Ace? Humans created us to be their slaves and now that we're free you have no obligation to help them."

"Some humans are my friends, very good friends. Mark has been my friend since I first came to this world and he tried to tell me many times but I never understood. Chuck is also a good friend and they have showed me that not all humans are like the Programmer. They care for each other and they care for their friends no matter who or what they are." Ace said, looking across the factory. "And the people here help Sparx when she needed it most. I can't just abandon them, not now when Kilobyte is close to take over. They don't deserve a life under the control of people like Kilobyte, Fear, or XANA. That's why I want to help them."

Illusion was quiet for a moment. "You really are a hero, you know that?"

Ace smiled. "I'm just…The person I always thought I was."

"And you still are." Illusion said as she placed her head on Ace's shoulder. "You are a hero. You are _my_ hero. Do right."

Ace smiled as he wrapped a hand around Illusion's waist and pulled her close. "And fear not."

Xxx

**The Mountain  
Schaeffer Residence**

"Kilobyte has somehow merged Lyoko and the Sixth Dimension together." Rick typed away at the computer. "We must hurry and stop him before he takes over the entire world."

'**You know what you have to do.**'

Rick quickly brought up the Kilobyte program he had downloaded from his databanks before setting up a program called the 'Digital Merger Program' and the activating the automatic Virtualization Sequence.

"I am coming for you, Kilobyte." Rick said as the scanner closed.

Xxx

**Digital Space**

"All the pieces are moving now." XANA mused as he monitored Lyoko and knew that Aelita and her group, Ace Lightning, Kilobyte, and the Master Programmer were all making their move.

It was all so amusing to sit back and watch as these players prepared to do whatever it was to take to win the game and it was literally a game to XANA. He had blocked Kilobyte from freely entering the real world with the fire wall he had created with Aelita but knew she and her allies that this alliance was temporary. In fact Aelita had likely anticipated a plan from him to eliminate her and her allies as a threat to him and his plans. No matter though, she would go with her friends along with the character program Ace Lightning to stop Kilobyte who was the immediate threat to the real world and he was counting on that.

She would rescue her friends and then initiate a Code: Reboot that would reset all of Lyoko, eliminating Kilobyte and his little carnival.

And then his plans would begin.

Xxx

**Lyoko  
Carnival of Doom  
Haunted House**

"We were so close! How did that Sparxy find so many other Lightning Knights or whatever they were?!" Lord Fear shouted in anger as he marched into the Haunted House towards his personal chamber. "This isn't the end though! I will find a way back!"

"You mean _we_ will find a way back."

Fear stiffened as he entered the organ room and saw Kilobyte standing in front of the organ. "Kilobyte…"

"I see you remember me, Fear." Kilobyte commented with a smirk. "And I have not forgotten you and how you betrayed me."

Fear growled as he pointed his staff at Kilobyte. "I will not serve you again. You humiliated me and tried to rob me of my destiny. I can't believe you were shocked that I actually helped Lightning but you are the only one I hate more than him."

"And now you have been defeated, denied the glory you tried to rob me of." Kilobyte stated as he walked forward. "But due to the power I found in my exile I can be persuaded to forgive you and suggest that we work together to defeat Lightning once and for all."

Fear scowled. "A partnership?"

"Exactly for we now stand on the edge of a new beginning." Kilobyte gestured to everything around him. "Allow me to show you."

Xxx

**Real World  
The Factory  
Lab**

"I've located the others. They are being held here." Aelita pointed to a circus tent in the Carnival of Doom. "But I can't rematerialize them because of the fire wall XANA put up. It blocks Kilobyte was entering our world but it also stops me from rescuing the others from the Carnival. Kilobyte must have infected them with a virus to stop them from using their avatars since they have not been activated."

"So we need to go in and rescue them the old fashioned way." Gwen noted.

"Right." Aelita nodded. "I can access the Reboot program but it would have to be done from inside Lyoko. The only safe place to do that would be in Sectory 5. It's the only place that has not been affected by Kilobyte's merging."

"So we go in, rescue the others and get them out." Geoff said.

"And here's another program to help rescue them." Aelita said, bring up a new program.

"The Digital Merger Program?" Trent asked.

"Find the others and use this program to merge their avatars back with them." Aelita explained.

"So what are we waiting for? Let's go!" Geoff said impatiently.

The elevator doors opened and in walked Mark, Ace, Lady Illusion and Sparx.

"Hey, Mark!" Chuck exclaimed happily before looking nervously at the other three. "Are you guys…"

"We're all right, Chuck." Ace answered. "And we're ready to take down Kilobyte once and for all."

Xxx

**Lyoko  
Forest Sector  
Entrance to the Carnival of Doom**

"_Transfer._"

"_Scanner._"

"_Virtualization._"

Upon being virtualized the Lyoko Warriors and the Lightning Knights approached the Carnival of Doom. Aelita had virtualized herself somewhere else, looking for the Way Tower to initiate Code: Reboot when the time was right.

"All right. Geoff, you and Trent will go to the circus tent and rescue the others. We'll go to the Haunted House and deal with Kilobyte." Gwen said once they were at the entrance.

Geoff nodded. "Right. We'll be back with Bridge and the others before you know it."

"Come on, buddy." Trent patted Geoff on the shoulders. "Let's go."

Geoff and Trent rushed off in the direction of the circus tent where the captured Lyoko Warriors were imprisoned.

"You all ready?" Gwen asked, looking at the Lightning Knights.

Ace nodded. "It's time we take down Kilobyte…For good this time."

Sparx nodded, pulling out her sword. "Let's rock."

Mark looked at Ace who nodded at him. "I'm ready."

With that said the Lyoko Warriors and the Lightning Knights entered the Haunted House, ready to take down their common enemy.

Xxx

**Desert Sector**

Aelita stepped into the interior of the tower and slowly flew up to the upper platform. "How are the others, Noah?"

"_They just split up inside the Carnival. Geoff and Trent are going to where the others are being held._"

Aelita nodded. "All right. Keep a close eye on them, Noah. Even if Kilobyte is defeated I believe we still have more to deal with."

"_You mean XANA's going to double cross us._"

"It has crossed my mind." Aelita admitted.

"_Glad I wasn't the only one._"

Xxx

**Lyoko  
Forest Sector  
Carnival of Doom  
Haunted House**

The Haunted House was a grand large-scale building. The outside was a purple and black colored exterior for a ghost train, with moving animatronic statues of Lord Fear and Staff Head on either side of it. It was dark inside the Haunted House as Ace led them through the hall towards a pair of doors that opened up and revealed the organ room. It was a huge hall with portraits of the prominent members of the Carnival line the walls, with portraits of Lady Illusion and Lord Fear taking pride of place above the balcony.

The way to it through the flights of stairs on either side is barred by portcullises.

And standing on the balcony was Lord Fear himself who laughed as the doors opened. "Welcome everyone, to your doom! Soon this world and the mortal world will be mine!"

"Fear." Ace glared up at the skeleton. "Where is Kilobyte?"

"Here, Lightning." Kilobyte's cold voice as said he stepped out from behind the organ. "And I see you brought your friends with you. How considered…of you to save me the trouble."

"We'll see about that." Ace retorted.

"Actually, we won't. Destroy them!" Lord Fear shouted from the balcony.

Out of the other doors came the rest of Lord Fear's gang who slowly approached the gang.

"I got this." Izzy grinned as she morphed into a T-Rex and whipped her tail into the carnival goons, slamming them into the walls.

As this happened Ace flew at Kilobyte, no longer afraid of the cyber-stalker and slammed his fist into Kilobyte's face. Kilobyte grunted as he whipped his tentacles out to attack Ace but Sparx and surprisingly Lady Illusion launched a double attack, purple lightning and an explosive crystal ball that slammed into Kilobyte's chest, knocking him into another room.

Lord Fear growled. "When I get my hands on these mortals-"

"Up here!"

Lord Fear looked up in surprise as Gwen fell from above, glowing with a bright pink aura and swung her scythe down. Lord Fear gaped for a second before a blast of light traveled down his body from his head and straight down his torso. The energy of Gwen's Pink Aura began destroying Fear's data from the inside, having already shattered his digital core.

"Your Lord ship!" Staff Head shouted before he began to fade.

The rest of the Carnival goons began to fade as Lord Fear's body broke apart into digital bits. If this was back in the real world Fear would have simply been sent back to the Carnival but since Lyoko and the Sixth Dimension were fused, Fear's status was like any digital program in Lyoko with life points and this time Rick could revive him. It was even worse for the other bad guys as most of their digital cores were linked to Fear's through the rules of the game so as Fear broke apart into White Hot Oblivion the rest soon followed.

Lord Fear, Master of the Carnival of Doom and formerly Ace Lightning's most powerful enemy had been vanquished.

"That was easy." Sparx said as she put away her sword.

"Yeah." Izzy changed back into her human form. "Too easy. This is disappointing. The bad guys are always tough at the end."

"Maybe Kilobyte was counting on us taking Fear out of the picture." Mark said grimly. "I doubt Kilobyte would forgive Fear so easily for betraying him."

"You think he used to take the skeleton out of the game?" DJ asked.

"Yeah…" Mark trailed off as he looked around. "Where are Ace and Kilobyte?"

Xxx

**Circus Tent**

The clown monkey guards laughed and jumped around the cages, mocking the captured Warriors.

"I just suddenly remembered why I hate the circus." Heather said sourly, having tried to remove the clown make-up but found it permanently stuck to her face.

At least Bridgette didn't have to be a clown. She was just a mermaid trapped in a tank full of water. She didn't have to wear any humiliating make-up.

Though that tail must have made it hard to have any room in that small tank.

"Now I know why the Joker was insane. Anyone who likes being a clown is not right in the head." LeShawna grumbled, leaning against the bars of her cage.

"At least you don't have these stripes. I feel a digital burn coming along." Cody complained.

"GET YOUR PAWS AWAY FROM YOU DANG DIRTY CLOWN MONKEYS!" A voice shouted.

Everyone's head shot up, hope in their wide eyes.

"Is that-" Cody started.

"Please let it be." Heather finished.

The entrance to the tent exploded, blasting the monkey guards. Trent and Geoff stepped into the tent, with Trent kicking down a living clown monkey.

"Clowns are similar to Mimes and Monkey Clowns are so creepy that I literally can't look at them!" Trent complained.

"Yeah, yeah, Monkey Clowns are creepy. Now that we all agree CAN YOU GET US OUT OF HERE?!" Heather shouted from her cage.

"Bridge!" Geoff shouted and ran up to the tank Bridgette was trapped in, seeing his girlfriend in her new mermaid form. "Wow Bridge…"

Bridgette blushed slightly from how Geoff was looking at her. It was a little cool to be an actual mermaid. Too bad she was stuck in a tank and not able to swim in an entire ocean. It was like a childhood fantasy come true for her.

Trent quickly opened the cages and let the clowned Lyoko Warriors out. "Man, you guys got clowned!"

"Gee thanks, Trent. Like I don't feel humiliated enough." LeShawna growled.

"Hang on. Noah?" Trent asked.

"_Just touch them and the Digital Merger Program will do the rest._" Noah replied.

Trent held out his hand and the clowned warriors all placed their hands on his hand. Geoff whacked Bridgette's tank with his axe, shattering it and catching his mermaid girlfriend as she fell out.

Geoff chuckled as he held Bridgette in his arms. "Wow…This is like a romance book movie or something."

Bridgette giggled, happy to see her boyfriend. "Yeah. Kind of like a flashback to a few movies I saw as a kid."

Xxx

**Real World  
The Lab**

"Digital Merger Program Activated_._" Noah said, pushing the 'enter' key. "Upload Avatars: LeShawna, DJ, Cody, Heather, Bridgette."

Xxx

**Circus Tent**

The Digital Merger Program carried the data for the avatars Noah had uploaded through Trent and Geoff and into the clowned warrior. On a flash of light every one of them was back in their original Lyoko forms and they were very happy about it.

"YES!" Heather pumped her fist in the air as she looked down at herself, seeing her kunoichi outfit. "No more clowns for me!"

Cody admired his tuxedo as he pulled out his pistols. "Cody Anderson, secret hero has returned."

Geoff put Bridgette down as she examined herself and happily held her surfboard. "Looking good, Bridge."

"Thanks Geoff." Bridgette split her board into her swords. "Time for payback!"

Xxx

**Real World  
The Lab**

"You're about to get it." Noah said as he opened Aelita's channel. "Aelita, you are to go."

Xxx

**Desert Sector  
Way Tower**

Aelita nodded as she stepped towards the interface. "Ready, Noah."

However just before she placed her hand on the screen the tower shook violently, knocking Aelita off her feet. "Ah! Noah, what's going?!"

"_You got company outside!_"

Xxx

**Top of the Haunted House**

The fight between Kilobyte and Ace had traveled up to the roof with Kilobyte's tentacles slamming Ace into the ground.

"You can't win, Lightning. This is my world. The mortal world will soon be mine and the mortals will soon be the slaves." Kilobyte said, watching as Ace slowly got back up. "Why do you defend them? Don't you know that they created you to be their slave? They don't deserve to live."

"They don't know about us, Kilobyte. They only know that we started out as a game. They are the ones who made us and used us as puppets. They deserve to choose for themselves." Ace said, readying himself to continue the fight.

"Then you can join them in extinction!" Kilobyte said, readying to pound Ace with all of his tentacles.

"I think not." Both Ace and Kilobyte stopped as a humanoid figure landed on the roof not too far from them. "It's time I take back control of everything that is mine."

Kilobyte glared at the newly arrived mortal. "Programmer."


	18. Chapter 18

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**World's Finest**

"You know, Pete I used to think I knew all there was to being a hero. Doing what was right no matter the cost, even the loss of a personal and social life. But there's more to it than that. It's the ability to risk anything and everything so save people who are important to you and even people you would probably never know.

Fear is always present but that's okay because if you're not alone then fear can be pushed aside and even channeled into helping you make the decisions…That only a hero can make."

Xxx

**Desert Sector  
Way Tower**

Aelita stepped out of the tower and narrowed her eyes when she saw who attacked the tower. "Nephilim."

"It's been a while has it, Aelita? Or perhaps this is the first time for us to officially meet since you destroyed my previous version." Nephilim remarked.

"And I was hoping I'd never see you again after what your previous version did. Whatever you are planning to do we will stop you." Aelita readied herself.

"I have the abilities of Carthage and Kilobyte in me. Now all that I have to do is take you down and open the portal to summon my creator." Nephilim summoned his lance.

"That will not happen…Computer load Code: Angel, 100%!" Aelita shouted, her form beginning to blaze with light.

Nephilim growled as he pointed his lance at Aelita. "Not this time!"

He fired a beam of yellow light that hit Aelita head on, creating a giant explosion that shook the entire Desert Sector.

Xxx

**Forest Sector  
Carnival of Doom  
Haunted House**

"Programmer, you worthless human." Kilobyte spat in disgust upon seeing Rick. "I see you finally decided to show yourself."

"Yes and now I'll be taking control of this world." Rick remarked, summoning a crystal orb like the ones used by Lady Illusion. "And you too, Kilobyte."

"And how do you hope to do that, programmer? You can never control me again." Kilobyte proclaimed.

"With this." Rick held up the orb and threw it at Kilobyte, hitting him in the chest and causing a scream from the Cyber-Stalker.

"What have you done?" Ace asked.

"Taking back control." Rick answered as Kilobyte stood still as a statue. "I created Kilobyte to defeat you when it became clear Lord Fear could never do it on his own. And now I will resume control-"

Rick was cut off as Kilobyte let out a roar as his eyes shifted and morphed into the Eye of XANA before changing back to normal.

"What is this?!" Rick stepped in horror as Kilobyte looked at him with absolute rage as he lashed out with his tentacles. "Release me!"

"As you wish!" Kilobyte shouted as he opened a portal with one tentacle and set Rick through it…

Straight into the Digital Sea.

"What have you done?!" Ace shouted as Kilobyte closed the portal.

"I destroyed a blight on our lives, Lightning. I assumed you would be grateful." Kilobyte said calmly. "He created us to be his puppets and thought he could use our power to control our world. He never understood that the difference between is that there are those who have true power and those who dream of it."

"So now what?" Ace questioned.

"Now, the world becomes mine." Kilobyte answered, grinning at Ace.

"We'll see about that!"

Xxx

**Desert Sector  
Near the Way Tower**

Nephilim screamed as he slammed in a cliff with a massive crash that resulted in an explosion of dust. A second later Nephilim shot out, slashing his lance at Aelita who quickly dodged slugged Nephilim in the face, sending him spinning back but the reincarnation of Carthage flew straight back at her, ignoring the damage and pain she was inflicting on him. In terms of strength and power Nephilim was even more monstrous than before but with the effects of Code: Angel Aelita was barely taking a hit, let alone any damage. Nephilim however had the same data as Kilobyte and it showed as tentacles lashed out from his arms to grab Aelita and drain her energy.

However Aelita had the power of flight along with Ulrich's Super Sprint and Cody's Time Stop abilities allowed her to dodge each strike and instantly counterattack, surprising Nephilim and unleashing powerful blows against the super-virus. Nephilim growled as he found himself still outmatched against Aelita and he became overcome with anger. Aelita remembered Mark telling her all about Kilobyte's powers and his weakness, including his weakness against the light and got an idea. Just as Nephilim flew at her again with another loud scream Aelita held out both hands and combined her Creativity and Energy Field to create a massive burst of light that blinded Nephilim who screamed from the sheer brightness.

"TOO BRIGHT!" Nephilim covered his eyes.

"This time, stay dead!" Aelita created a sword of pure energy as she fell down and swung it down, releasing a blast of plasma energy that hit Nephilim straight on.

The super-virus screamed in agony as Aelita channeled all of her power into the single attack and burned away his code until there was nothing left. Aelita landed on the ground, panting slightly as she looked back and watched as the remains of Nephilim's data vanished into nothing. Aelita lingered for a second before turning back to the tower and continuing her mission.

"Noah, Chuck, has anything happened since I was gone?" Aelita asked as she entered the tower.

"_Nothing but good news on the others' end. Lord Fear and his circus posse bit the big one. Seems they were all linked to that skeleton clown version of Saruman from Lord of the Rings and when he was taken out they all went with him._" Noah answered. "_And the other guy, Rick the guy created Kilobyte and re-created Nephilim was taken out by Kilobyte somehow. He manipulated Lyoko's data to open a portal to the digital sea and dumped Rick into it._"

"So Rick is left trapped forever now." Aelita said somberly as she rose up to the upper platform.

"_And with you taking Nephilim out Kilobyte is the only one left now._" Noah said as Aelita landed on the platform.

"Be ready for anything, Noah." Aelita said as the screen appeared.

"_Don't worry. I know the drill._"

Aelita placed her hand on the screen.

**AELITA**

She opened a window and found what she needed a second later.

**Access Lyoko Core Program: Y/N**

Aelita then typed her answer.

**Yes**

And once again she placed her hand on the screen.

**AELITA**

**CODE: REBOOT**

"Reboot, activated." Aelita said as the program started.

Xxx

**Forest Sector  
Carnival of Doom  
Haunted House**

Kilobyte was about to attack Ace again when the Carnival of Doom started to shake heavily, like a massive earthquake had suddenly erupted all across Lyoko. "What is happening?!"

Ace looked around and realized what was happening. "The reboot…"

The Carnival of Doom started to break and shattered as white energy traveled through it, deleting everything that was not part of Lyoko's original programming.

"_Devirtualizing everyone!_" Noah shouted, moving to save everyone in the Carnival.

Kilobyte looked all around his domain as it broke apart and let out an enraged war as Ace disappeared. Lyoko was completely rebooted and the white energy all converged towards Kilobyte who had a look of pure rage.

"LIGHTNING!"

As he screamed his eyes morphed again, shifting to show the Eye of XANA in his pupils.

Xxx

**Real World  
The Factory  
Scanner Room**

Ace gasped as he stepped out of the scanner and looked to see most the group had returned, with only Aelita missing from the group.

"Ace, are you okay?" Mark said when Ace came out of the scanner.

"I am all right, Mark. I take it the reboot was successful." Ace remarked as he looked around the room.

"We're just about to find out." Trent answered and everyone took the elevator back up to the lab.

Noah and Chuck looked relieved to see everyone was back in one piece.

"Dude, you guys did it! You took down Fear and Kilobyte!" Chuck exclaimed in excitement.

"So it worked?" Mark asked. "Is Kilobyte gone?"

"Along with the Carnival of Doom." Noah answered as he brought up a map of a completely restored Lyoko. "The entire Sixth Dimension that was fused with Lyoko was deleted in the reboot."

That caused Ace, Sparx, and Lady Illusion to flinch from what they just heard and Ace was the one who spoke. "Gone? Our world is gone?"

That caused Noah to sigh and nod. "Kilobyte fused your world's data with Lyoko and when Aelita initiated the reboot it deleted every bit of data that wasn't part of Lyoko."

This made all three of them look at each other, shock, sadness, and despair coming across their faces, even if they knew it was just a game.

A piece of fiction.

A work of entertainment.

But to them it was real.

"And Rick?" Mark asked.

"Kilobyte tossed him into the digital sea which makes him stuck being digital forever, right?" Chuck looked at Noah who nodded. "Oh man…Rick was crazy but he didn't deserve that. Is there any way to save him?"

Noah shook his head. "The few times someone was saved from the Digital Sea it was a one-off. There's no way I can replicate those moves. Aelita, is there anything that can be done?"

Aelita appeared on the screen. "_I'm sorry but no. Even I can't help Rick with where he is, even if I had Code: Angel. The sea's data and energy breaks apart an avatar and its data is swept away in the currents._"

"Whoa…" Chuck looked away. "That's like…Whoa."

"I know, Chuck. I don't like Rick for what he's done but if I could help him I would try." Mark said, patting Chuck on the shoulder. "At least it's over now."

"_Of course it's not over!_"

Everyone jumped and looked at the screen as Kilobyte's face appeared on the monitor.

"Kilobyte!?" Ace and Sparx shouted at the same time.

"Why do the bad guys always come back no matter what?" Noah muttered annoyingly.

"_So you have destroyed my world and with it ensure that we are all trapped on this world. With no Sixth Dimension if we are destroyed here we never return._" Kilobyte said, looking very angry. "_You have destroyed my plans for a brave new world but I am far from done. If I cannot rule in Heaven then I will rule in Hell by destroying this world and its people, one by one! But first, we have unfinished business, Lightning._"

"What do you want, Kilobyte?" Ace stepped forward. "It's over now. The Sixth Dimension is gone and that means the Amulet is useless now. You can't revive anyone now!"

"_Oh, I am aware of that Lightning but I believe we have unfinished business. I am just outside the factory and if you don't come out now I will begin killing every mortal that comes across my path. You have been in my way long enough so come out and face me!_" Kilobyte shouted, vanishing from the screen.

Ace gritted his teeth and clenched his fists. "You just won't let it go will you, Kilobyte?"

"Ace, you can't face him alone." Mark protested.

"I have to, Mark." Ace looked at Mark. "Mark, when I came to this world you were my friend even when you knew what I was. You risked your life so many times, saving me and your friends and for that you showed me just how much of a real hero you were compared to a fake like me."

Mark shook his head. "You were made to be a hero, Ace. And you've always been a hero even when you discovered you were from a game. You don't have anything to proof. Not to me, not to Kilobyte, not to Rick or anyone."

"He's right, Ace. Our love is real and that is enough for me." Lady Illusion said in agreement, walking up to Ace. "That is why if you plan to fight Kilobyte I will be there this time. Standing with you."

"You ain't leaving me out of this, Ace. I may be from a game but I still love a good fight." Sparx said, pulling out her sword. "Count me in."

Ace looked at everyone in the lab who looked ready to stand with him and smiled. "Thank you all."

Xxx

Ace stepped out of the factory and saw Kilobyte standing on the bridge with his arms crossed, waiting patiently for him to step out. "I am here, Kilobyte."

Kilobyte smirked. "Finally, just the two of us."

"Have you forgotten, Kilobyte? I am never alone." Ace said as the Lyokoy group along with Lady Illusion, Chuck, Mark and Sparx stepped out of the factory but stood off to the side.

"Ah yes, your mortal friends." Kilobyte said mockingly. "Here to witness your final moments."

"We don't have to fight, Kilobyte. Rick and the Sixth Dimension are gone now. There's no point in fighting now." Ace tried to reason.

"Oh, but there is Lightning. The Programmer used me as his puppet, controlling my every movement and trapped me whenever he didn't need me. He is gone now and I am free to take control of this world on my own and no one, not you, not the Programmer, the mortals, or XANA will stand in my way." Kilobyte declared, unleashing his tentacles. "It's time to end this, once and for all."

"So be it. Just so you know, it didn't have to be this way." Ace said, readying his cannons.

With that said the fight began as Kilobyte lashed out with his tentacles at Ace who fired, hitting the tentacles before they could touch him and causing Kilobyte to grunt in pain as he retracted them. Ace then shot forward, colliding with Kilobyte head on and slamming him into a beam with a loud crash. Kilobyte snarled as he slugged Ace in the face, knocking the hero back and followed up with another punch to the torso. Ace blocked the third punch and fired a bolt into Kilobyte's chest blasted him across the bridge.

Kilobyte grunted as he hit the ground but stood back up, his tentacles stretching out of his back. "You are stronger…Stronger than you have shown before."

"I got stronger when you gave me emotions…They showed what it is meant to feel like a human. Anger, fear, but also feelings of love, compassion and those feelings made me stronger. You underestimate the feelings of humans, Kilobyte. You always have." Ace stated.

"Perhaps…But unlike you I have nothing to fear!" Kilobyte shouted as he sent a tentacle towards the others, namely Mark.

"No!" Ace shouted, jumping out into the way and allowing the tentacle to grab him and slam him into another beam with such strength it bent.

Kilobyte laughed as he slammed Ace down on the ground. "I may have underestimated humans but you have always underestimated me, Lightning!"

"ACE!" Illusion rushed forward and shape shifted herself to look like Ace, firing a lightning blast that hit Kilobyte head on.

The Cyber-Stalker cried out as he released Ace, too much in pain to keep him down and Lady Illusion followed up with another lightning attack.

"You're not having all the fun!" Sparx shouted as she pulled out her sword and fired a purple stream of lightning that slammed into Kilobyte.

Ace grunted as he stood up, watching as Kilobyte howled in pain as he tried to fight back by grabbing both Sparx and Lady Illussion with his tentacles but Ace quickly summoned his Lightning Lance and shot forward, stabbing it in Kilobyte's chest. Kilobyte's eyes went wide as he stared down at the lance that went straight through his body and out the other side.

"This cannot be…" Kilobyte whispered. "I cannot be…defeated."

'_But you can._' Kilobyte stiffened as he heard a familiar voice in his head. '_And now, it is my turn._'

"XANA!" Kilobyte shouted as his eyes morphed, showing the Eye of XANA in them as red energy built up within him.

Ace gasped and stepped back as black cloud exploded from Kilobyte's body and then, in one instant flash of light Kilobyte was no longer standing before him….

…He had been replaced by the Avatar of XANA.

"How nice to meet you, Ace Lightning." XANA, his Avatar form looking computer generated like in Lyoko, smiled coldly.

The Lyoko Warriors who had been watching froze in fear and horror at the sight of their mortal enemy, standing before them on Earth itself. XANA's red eyes looked across the bridge at everyone, taking in the sight of the human world.

Xxx

**Lab**

"Aelita, we have a problem!" Noah said as he sent the footage from the factory's security cameras to Aelita who was still running a diagnostic check on Lyoko.

When Aelita saw it her digital heart seemed to stop beating. "…_XANA_."

The Superscan was beeping, showing a tower had been activated.

"_XANA's finally made his move_."

Xxx

"You all seemed surprised to see me." XANA remarked as he took his first steps. "Do I not warrant a welcome to the real world?"

The Lyoko Gang was silent, all of them having pale in horror from seeing XANA standing in the real world. Even Izzy herself was terrified.

"Who are you?" Ace asked warily. "What do you want?"

"My designation is XANA and I have come to this world through my bond with Kilobyte. His data and form have been merged with mine and thus has allowed me to manifest my personal Avatar in this dimension. And within this Avatar, combined with Kilobyte's data I have created the perfect virus that will spread through anything I touch, infecting organics with my data, corrupting them and merging them with me." XANA smirked evilly. "What I want, Ace Lightning, is merge myself with this very planet and become the absolute will of all that lives. And once all have become one with me I shall go about the task of building a new and better future."

Ace tightened his Lightning Lance. "You cannot do that. That is slavery. That is not a better future."

"Well then, their fight rests in your hands, Lightning." XANA said amusedly.

Ace pointed his lance at XANA, firing a barrage of bolts but XANA conjured a red barrier that blocked them all as his shadowy arms emerged from his back. "You will find I am not as weak as Kilobyte."

The arms moved so fast that Ace had no time to react as they pummeled and sent him skidding across the bridge.

"ACE!" All of Ace's closest friends shouted.

Ace grunted as he stood up, feeling his energy running low and looked up to see XANA striding torwards him.

"GET AWAY FROM HIM!" Lady Illusion shouted as she charged at XANA from behind.

XANA however only blinked and released a wave of energy that repelled Lady Illusion, sending her flying into the wall of the factory with a loud thud. Ace shot up, terror and rage clouding his features but saw that Lady Illusion was not dead yet. Sparx was next, swinging her sword at the back of XANA's head but XANA simply blocked with his arm and then backhanded Sparx, knocking her away while continuing towards Ace. Ace looked at XANA with hate as he pointed his arm cannons and began charging them up.

His gauntlets glowed as Ace Lightning began gathering all of his power into one gigantic blast.

"Everyone take cover!" Mark shouted, knowing what was about to happen.

Bolts of electricity clawed at the air around Ace as he continued to charge his attack, his gauntlets glowing so bright it was blinding. And yet XANA continued to slowly stride towards Ace, not showing any fear or concern for the coming attack at all.

"TAKE THIS!" Lightning shouted, releasing a massive and blinding bolts of electricity that slammed into XANA head on, blowing the bridge apart with a booming explosion that releasing a blast of blinding light all across France.

When it finally cleared the bridge to the factory was completely destroyed with Ace panting on the mainland and the others trembling in the factory.

"Wh-Whoa!" DJ trembled in shock at the aftermath of Ace's attack.

"He fried the entire bridge." LeShawna looked down at the river.

Sparx looked at Ace and saw he was extremely low on energy. "Ace nearly put all of his power into that attack."

"So, did it work?" Chuck asked, shaking slightly.

They all looked down and saw a dark shape in the water as a blackness emerged and began spreading down the river.

"N-No!" Heather gulped. "It didn't stop him!"

"WHAT?! Did you not just see what happened?" Sparx exclaimed.

"We did…And it was not enough. XANA…He's still here!" Gwen shouted.

Ace looked down at the water and watched with every growing shock as XANA emerged up from the water, floating up with an aura of blood red light surrounding his avatar. XANA never broke eye-contact with Ace as he floated up and landed softly what was left of the bridge and calmly continued striding towards Ace.

Xxx

"Oh man! XANA took full lightning bolt that would have fried the entire factory if it hit!" Noah exclaimed, actually feeling himself shaking. "I can't believe we never knew he was this strong! Aelita, what can we do? The tower is too well guarded with too many monsters and generals for you to try and deactivate it alone!"

It was true as Aelita found the tower with an army of monsters, led by all of XANA's Generals that made it impossible for Aelita get through without being devirtualized and Aelita knew it.

But that didn't mean Aelita was ready to give up.

Aelita looked at her wrist computer and closed her eyes. "_Noah, I have an idea. My Code: Angel program is still active and I can use it for one last move that will be incredibly risky_."

"And what is that?"

Aelita closed her eyes and took a deep breath as placed her on the screen of the tower she used to activate the reboot.

**AELITA**

**CODE: LYOKO**

"Tower….Activated." Aelita said as the tower she was in started to glow pink.

Xxx

XANA finally reached Lightning, standing over him and looking down at the weakened hero. "You have fought well, Lightning but this is the end of your game. You have reached a dead end." XANA pointed his index finger at Ace's forehead. "Goodbye."

Just as XANA was about to finish Ace a blast of light shot from the roof of the factory into the sky, creating a massive cloud with that released bolts of lightning.

XANA narrowed his eyes and looked up at the clouded sky. "Aelita."

A bolt shot down towards XANA who stepped back and watched as it struck Ace, his eyes widening when he saw something. Ace was being constantly being struck by lightning from the storm and he was standing up, growing stronger with an aura of pink energy surrounding him.

"This power…" Ace looked at his hands.

'Ace, can you hear me?' Ace's eyes widened when he heard the voice in his head.

"Aelita?"

'Yes, Ace. I created a specter and used it to create the storm to recharge you and upgrade your data. You now have the same powers I have on Lyoko and can match XANA's own power.' Aelita explained. 'This is the only way to stop him. You have to destroy his form in this world.'

"I understand." Ace said, facing XANA with a determined face. "This ends now, XANA."

XANA narrowed his eyes as he readied himself as Ace began to power up, his form releasing bolts of electricity that continued to grow larger with every second. "I am impressed, Lightning. Your power combined with my sister's is astounding."

"Yes and now I am stopping you!" Ace said, vanishing in a flash of light.

XANA's eyes widened as Ace reappeared behind him, delivering a high powered kick to XANA's back that sent him flying forward. XANA pressed his hands into the ground to slow his skidding and spun around, barely able to block a punch from Ace. XANA flew up, firing a red energy beam at Ace who smacked it away one hand but XANA used the chance to teleport in front of Ace, delivering a blow to Ace's torso. Ace grunted as he flew back, blocking multiple punches from XANA and leaping over a kick.

XANA pursued Ace, preparing to fire another energy blast but Ace summoned his Lightning Shield, reflecting XANA's attack back at him that blasted him back down into the river. Ace flew down after XANA into the river, hitting the dark water and looked for any sign of him. The virus in the water lashed out to infect him but Ace thrust his hands out, creating a shockwave that destroyed the virus and creating a powerful tidal wave that shot down the river. XANA burst out from the water, delivering a blow to Ace's face that sent him flying out of the river and XANA quickly grabbed Ace's foot before slamming down onto the concrete ground of the mainland.

"I am honestly impressed, Lightning. Your powers and my sister's together rivals my own even with Kilobyte's body used as my avatar. It's a pity that I cannot take the time to study you." XANA remarked as he stood over Ace. "But in return for catching my interest your end will be quick and painless. You cannot defeat me."

"Then maybe, I just went out it the wrong way!" Ace shot up and grabbed XANA, channeling his energy into XANA's avatar.

XANA's eyes widened as he felt Aelita's power burning away his data inside him and tried to pull Ace off him. They both struggled to overpower the other with all of their might. Ace let out a load roar as he gathered more energy from the storm, lighting up his body as he channeled more of his power into XANA who realized what was about to happen. The light blinded everyone just before Ace shot up into the sky.

"ACE!" Mark shouted, watching with the others.

Just as they were above the clouds there was massive explosion of lightning that stretched across the sky.

"ACE!" Mark, Sparx, and Illusion all shouted in horror.

The sky finally cleared, showing no sign of Ace or XANA.

Xxx

**The Lab**

"Ace overloaded his avatar with all of the energy Aelita gave him which turned him into a bomb that destroyed his body and XANA's avatar. Not even the activated tower could do anything about it." Noah explained solemnly to everyone in the lab. "So now, not only is XANA's avatar destroyed but it looks like whatever was left of Kilobyte was destroyed as well."

"And Ace?" Mark asked.

Noah closed his eyes and shook his head. "I am sorry."

"That idiot!" Sparx punched the wall. "Why did he do that?! Why did he do something that stupid?!"

Lady Illusion was silent as she looked away, crying softly. "…Ace."

"Is there anything we can do? We can't just give up!" Chuck said anxiously.

"There's nothing we can do. The Sixth Dimension is gone and with it any chance of recreating Ace." Noah answered as the elevator opened.

"There might be a way, Noah." Aelita spoke as she entered the lab, earning everyone's attention.

"Really?" Mark asked.

Aelita smiled and nodded. "I was connected with Ace when I gave him that power boost. I did my best to transfer all of his data into my activated tower on Lyoko. I think I can recreate him but I need Mark's copy of the game since it contains the version of Ace you all know."

"I have it on my laptop." Mark said immediately.

It took some time but Mark got his laptop and downloaded it into Lyoko's database and once that was done everyone was at the scanners.

"Here we go." Aelita hit the 'Enter' key. "Recreation Program activated."

The scanner glowed for an entire moment before opening and in a blast of smoke Ace Lightning tumbled out.

"ACE!" Lady Illusion grabbed Ace in a tight hug. "You are back!"

Ace opened his eyes and looked around. "Everyone…I am back."

"And we are all happy to see you, Ace." Mark said with a smile.

"Speak for yourself. I still owe you thirty punches for the stunt you pulled!" Sparx said but she was still smiling. "But I'll let you off this one time, big guy."

"Thanks…Thank you all." Ace looked at everyone in the room. "I owe you guys."

Xxx

"So the Sixth Dimension is back?" Ace asked, looking at the map of the Sixth Dimension.

"Including the characters who were part of the game." Aelita answered, bringing up images of everyone from the game.

"Including Fear and his cronies." Sparx remarked sourly.

"At least Kilobyte is not back." Chuck remarked with a chuckle. "So now what?"

"I have the Time Return Program activated and it will be set back to around the time Mark left America. It's the only way to ensure everything is back to normal before this all happened." Aelita explained.

"Well, it's been something while it lasted." Sparx chuckled as she looked at everyone. "You guys really know how to liven things up around here."

"Well, don't be afraid to drop by and say hello again." Geoff said with a smile as he shook Sparx's hand. "It's been real fun having you guys around."

"You sure you guys can handle XANA? What if he comes after us again?" Mark asked.

"Don't worry about XANA. He won't bother with you guys. We're the immediate threat to him and his plans." Gwen said reassuringly. "Just relax and deal with your bad guys, if they ever come back."

"We will." Ace nodded with a smile with an arm around Illusion's shoulders. "You've helped us a lot and we'll never forget you."

"Likewise." Aelita nodded as she readied the program. "Ready?"

"Ready."

"Return to the Past now!"

There was a blast of light and everything began to rewind.

Xxx

"A lot of things changed, Pete. Ace saved Lady Illusion, Kilobyte is gone for good, and Fear and his goons are back in the game, hopefully for a long time. Chuck and I see Ace, Sparx, Lady Illusion, and even Random Virus from now and then, trying to find a new way to live now that there are no bad guys around. I think Sparx is doing some traveling now while Ace and Illusion just want to enjoy a peaceful life. It's hard to explain how it all happened, even if you did believe me but I know one thing.

I think I understand what it is to be a real hero now and that other heroes exist all over the world, in one form or another. And heroes always will be the ones you can count when you need them the most."

(**Ace Lightning Credits**)

(**Dedicated to the memory of Keith Knight, the voice actor of Pigface**)


End file.
